Peter Parker-Coulson, Agent S - Book 1 of the Spiderverse
by What If Universe
Summary: Coulson has raised Peter Parker since he was 5 months old, after his parents were killed by HYDRA. After years of being trained by both Hawkeye and Black Widow, he is now on missions to shield the people of earth from harm. But in the shadows, HYDRA has been watching him while waiting to find the right moment to strike him and create their army of super soldiers using him.
1. How it started

**I took down the original story, because I had a second thought about what I'm doing with it, so I changed a few and got an actual plot.**

**(AoS doesn't happen in this universe)**

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Washington, D.C., the Triskelion. Inside Fury's office, he's being told there might be a organization hiding inside S.H.I.E.L.D. by his two closest friends and head scientists, Richard and Mary Parker. "Are you sure about this, Richard?" Fury asks. "If we throw something like this into the wind, we could turn everyone on each other. And put a target on your heads." Fury explains. "We know how it seems, Nick, that's why we're asking for permission to fly to the Hub, to see what we can find. And that's why I'm hoping only we can know about this." Richard asks. "And what about if they found about Peter's...abilities?" He asks, regarding their kid who gained powers after one of their spider experiments got to him. "We hope they don't come forward for years, but we're doing this so nobody learns, except for S.H.I.E.L.D." Richard explains. Fury thinks for a second and sits down. "You're on a thin leash, Richard. See what you can find." He says. "Thanks, Nick." Richard says and they leave his office.

"What about Peter? We can't just take him to the Hub." Mary says. "Maybe we can ask Coulson to babysit for a few days. We know he loves kids." Richard says. "You sure he's not doing anything?" She asks him. "If not, what's he gonna say? "No, I've got nothing to do, and I love the kid"?" He asks. "We'll see, wont we?" Mary says as they walk to Coulson's office. Inside Phil's office, "only for a few days?" Coulson asks. "Yeah, that's all we ask. Fury's sending us to the Hub and we can't take Peter with us." Richard explains. "Sure, I guess I can watch him. I can ask Fury for a few free days and I can watch him." Coulson says. "We can't thank you enough, Phil." Mary says. "Come on, I love the kid. Leave it to you two to create a bundle of joy." Coulson says, chuckling.

Few days later, they're on an private plane to the Hub. Richard is trying to hack into a secret server inside the Hub to locate the source. "What could this code mean?" Mary asks. "I think it's supposed to be an activation code." Richard says. "Wait. I think it cracked it." Richard says as part of the code comes through _"out —— ——— ———— in— ——— light" _"it's just...what if they know?" Mary asks. "Who know what?" Richard asks. "What if these people know about his powers?" She asks. "He's the first enhanced human since Captain America." She keeps saying. "Coulson will protect him." Richard tells her. "He'll always be protected." She starts calming down. "I'll be back." Mary says as she goes to the bathroom as Richard keeps trying to crack it and the pilot doors open and he steps out. "Mr. Parker." He says and starts washing his hands over the sink. Richard looks and sees something on his hands he sees and thinks it's blood. Richard starts getting suspicious. "No rest for the future, huh?" He asks. "No, it would seem not, Rumlow." Richard says. "I don't really see why Fury assigned you to this." Richard says. "Well, he didn't. Garret did." Ward explains as he turns in the sink. "So, what is it you're working on that's so secret?" He asks. Richard looks and another part comes in _"H—— H-D-A" _it says, incomplete. "I'm just...planning ahead." He explains, disturbed. "You don't know what's gonna happen." He explains. "So, you think I can radio the Hub and make sure they're prepared for our arrival?" He asks, getting up. "Step ahead of you. Already done." Rumlow says. "I think I'd like to make sure for myself." He says as Rumlow pulls out a gun. "I think we both know that's not an option, Doctor." Rumlow says. Richard looks back at the computer as the message comes clear. _"Hail HYDRA" _He looks back to Rumlow in shock. "You're HYDRA?" Richard asks. "HYDRA is still around?" He asks, trying to see how he missed it. "Oh, don't worry, even the Director is clueless. We've been here since Rodgers tried beating us." Rumlow explains. "Cut off one head, two more grow back." Richard says. "You know, they told me to kill you." Rumlow explains. "Then take whatever you have on us. But I can offer you a chance to see your son again." Rumlow says. "Garret wants to offer you a choice." Rumlow explains. "A place in HYDRA?" Richard asks. "All we want to know is what your son can do. And where we can find him." He says. "I'd die before I let you turn him into a weapon for HYDRA." Rumlow looks sad. "Come on, Richard, think of your son." Rumlow says. "I am. That's why I'm not joining." Richard tells him. "I'm sorry to hear that." He says and walks towards the bathroom door and makes sure it's locked. Richard takes this time to send a message to Fury. _"S.H.I.E.L.D. is compromised."_ It says and sends it as Rumlow turns back around. Mary tries getting out of the bathroom and is having trouble. "They say you're a genius. S.H.I.E.L.D.'s best to offer." Rumlow says as he takes his laptop. "Sadly, it's a wast. Don't worry, we have plenty of people looking for your son. We already checked with your wife's sister. May, is it?" He asks. "What?" Richard asks. "Yeah, she was a nice girl. Sorry to see her go on a robbery gone wrong." Rumlow says, faking empathy. Mary breaks the door open and Ward gets distracted and turns to her. Richard takes the opportunity to punch him and he stumbles and kicks Richard off of him and aims the gun at him. Mary takes a wine bottle and hits Ward in the head. Ward turns and shoots her, point blank. "Mary!" Richard shouts as he gets back up and kicks Rumlow unconscious. He grabs the gun and goes to Mary. "Hey, you're okay." He says as he moves her to a seat. "Richard...Peter." Mary gasps. "He's with Coulson. They don't know where he is. He'll protect him." Richard says. "The laptop." She says and Richard sees it on the ground. Richard takes it and goes back to contact Fury. "I gotta let him know...we might not make it back." He explains as Rumlow gets back up and punches him and he falls. Rumlow takes his gun and shoots at the front of the plane and the dead pilot falls forward on the wheel and they start falling in the air as Rumlow takes a parachute and heads for the exit. "Sorry it had to end this way, Richard." Rumlow says. Richard looks over to Mary as she has the laptop and already sent another message to Fury. "It's been an honor to meet you, mrs. Parker. I'm Rumlow, by the way." He says as he leaps out of the jet. They can't do anything as the plane starts to go down and crash into the ocean.

Back in Washington, Coulson gets woken up by a crying infant. He gets up and walks over to the guest room, now the infants room. He opens it and sees him crying. "Hey, Peter, what's wrong?" He asks calmly. "You sound scared." He says as he picks him up. "You miss your mom and dad? Don't worry, they'll be back." He says calmly as his phone goes off and sees it's Fury. He answers it. "Director, what's the situation?" He asks. "Get to my office. Fast. Bring Peter. Don't leave him out of your sights." Fury says and hangs up. "It must be serious if he's willing to put up with a kid." Phil tells Peter. "Either that or he wants to see you." He says, jokingly as they make their way to the Triskelion.

Inside his office, Phil sees Natasha Romanoff and Clint Barton. "What's going on, Fury?" Phil asks, still with the infant. "Coulson, you brought Peter. Good. There's something I need to tell you...the Parker's are dead." He bluntly says. "What?" Phil asks. "They were on their way to the Hub, weren't they?" Phil asks. "The jet crashed. They never made it. The signal went dead and we can't find the wreckage. But before the signal went dead, we received a message." He says and turns his screen around and they read the message. _"S.H.I.E.L.D. is compromised."_It reads. "There's more." He says and shows the latest message. _"They're after __Peter. Keep him safe." _It says. "Who's "they"?" Phil asks. "I don't know, after we received this, the signal went dead. Peter's in trouble from someone who took them out to keep this a secret." Fury explains. "Who's going to look after him?" Phil asks. "I looked into close relatives, and it would seem his only other relative being his aunt and uncle from New York were killed in a robbery gone bad." Fury says, looking out his window. "The entire Parker family is gone. Peter's the last of them." Fury says. "Okay, back to his original question. What do we do with him?" Clint asks. "They left something else in their message, Phil." Fury says and he goes back to the first message. _"We trust you, Phil. Take care of him." _It reads. "They trust me?" He asks. He looks at the infant in his arms. "I...guess I can't let them down, now can I, squirt?" He asks Peter as he laughs. "He'll need training as he gets older to protect himself. He's still gonna go through some alone time phases, Phil." Fury says. "We can take care of that." Natasha says. Clint looks at her, confused. "Really?" Clint asks. "Why not? You want whoever's after him to get him?" Natasha asks. "I guess not." Clint says. "Thanks, guys." Phil says. "Don't worry, kid. We'll keep you safe. For your parents." Phil says as Peter starts falling asleep again. Natasha walks over to them and Phil expected Peter to start crying as he always does when he gets too close to strangers and he doesn't. "I guess he likes you." Phil says as Natasha puts her hand on his cheek as he sleeps.

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**Next chapter is gonna take place ****during**** Thor, and will be quite short until moving on.**


	2. Agent S

**First guess - I love AoS. That's where I got, "_out of the shadows, into the light. Hail HYDRA." _Message Peter's parents were deciphering on the plane. What I meant was to the rest of the MCU, he was dead. In my story, they know he's alive.**

**(Story information)**

**As I said, for Avengers Coulson won't "die".**

**This chapter has to do with the Marvel short "Funny Thing Happened on the way to Thor's Hammer"**

**Peter's 9 for this chapter.**

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Over the years, Coulson has raised Peter the way he hoped his parents wanted him raised. His love for science obviously came from them, and he looked like his mother a lot and his selflessness coming from his father. After he could walk, Natasha secretly started teaching him self defense to keep him safe. At the age of 5, Clint started teaching him archery and treated him as if he was one of his own kids and now he could hit a target from afar. Even introduced him to his family on the farm. At the age of 7, his powers showed themselves and Peter became incredibly stronger, more flexible, superhuman speed, reflexes durability, stick to objects and a sixth sense. After this, Fury allowed Peter to go on reconnaissance missions as long as he stayed safe. After a few years, his newest assignment was to go with Coulson to check on an 0-8-4 that showed up in New Mexico

On their way to New Mexico to look into the O-8-4. Since Coulson doesn't trust anyone to look after Peter beside himself, especially since Fury blatantly stated to everyone that questions why the kid is around. Fury also got some scientists to make him his own personal suit for when he uses his powers. **(FFH S.H.I.E.L.D. Stealth suit)**

Coulson looks at the passenger seat and sees Peter asleep wearing his sunglasses. Coulson finds him adorable wearing them as they pull up to a gas station and Peter wakes up. "Come on, I know you're starving with your metabolism. Let's get you something to eat." Peter steps out of the car and Coulson starts the gas valve as they enter the store. They see there's only one woman working at the counter and they move on getting some food. Coulson moves to the small packets of donuts and can't decide on either chocolate covered or powered. Peter's six sense goes off and he sees 2 men enter. "Hands in the air!" One of them says. Coulson moves Peter out of the line of their sight. They look through the mirror above them and see they have guns. "Who else is here? Who owned the car outside?" The other man asks. Coulson leans close to Peter.

"Time for some Bait and Punch like aunt Nat taught you." Peter nods, understanding what he's saying. Coulson stands up. "That would be me. But it's more like a lease." Coulson states as one of the men point a gun at him. "Toss the keys over here, come on." The man says and Coulson passes the keys. Peter is hiding behind a aisle and pulls his web shooters from his selves and waits for his moment to strike. "Empty the cash register, fill these bags, now." The man says and the woman obliges. "Excuse me! I also have this gun. You'll probably need that." Coulson says and they aim at him again. "Drop it!" "Put it down!" They yell at him. "Okay, Don't want any trouble." Coulson states. "Toss it over here then." The robber says and Coulson. "I'd prefer not to throw it, risking it going off." Coulson states. "Maybe I could slide it over." "Yeah, slide it over to my feet, don't try anything funny." He tells Coulson. "I'm just gonna move over to next aisle." Coulson tells him as he moves over. "Then I'm gonna slide it over to you." Coulson says as he does so, Peter webs up the second robbers gun and pulls it away from him. Coulson grabs a pack of flower and throws it at his face and Peter knocks him out. Coulson runs up to the second guy and knees him in the face. Coulson takes his keys back. "You okay, kid?" Coulson asks Peter. "Come on, They're amateurs." Peter says. Coulson smiles and they grab their food. "Sorry for the mess." Coulson tells the woman as he places the food on the counter. "I couldn't decide." Coulson says, stating the two packs of donuts. He leaves a $50 bill on the counter. "Keep the change." He tells her. "Wait. What should I tell the police?" She asks them. "Tell them those tybo-tapes paid off." Coulson tells her as they leave.

They walk to the car and Peter gets in as Coulson pays the gas and notices the price. _"Price -72.18. Gallon-18" _Coulson can't believe the prices out here and pays and then they drive off to the 0-8-4.

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**This was just to set up the universe and their relationship. After this, we pick up the next time we see Coulson(for more than a minute).**

**The Avengers **

**Trust me, things get better after Avengers**


	3. high school

**This is happening in between finding Captain America and before Avengers**

**Peter is 14**

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Peter walks into Fury's office where he asked for him. "Parker, I've got a new assignment for you. And I'm not sure if you're prepared for it." Fury states to him as he walks into his office. "I can handle it, sir. What's the assignment?" Peter asks, looking at Coulson who's also in the room. "Thereve been some strange research being done in Oscorp Laboratories in New York. We need to do some undercover work in the city. See what can be found out. Coulson will be stationed as their head security, you will be with him because someone needs to keep their eyes on you." Nick explains to him. "So, why wouldn't I be prepared?" Peter asks his uncle/Guardian. "You have to go into high school." Nick states to him. "Oh..." Peter realizes since he's never been around many other people his age. "So, we don't know if you'd want an assignment like this." Coulson explains to him. "What are they working on there?" Peter asks them. "Performance Enhancements in the human body. Similar to what dr. Erksine created for Captain Rodgers. They got their funded pulled a while back, but...their head scientist, dr. Roume turned out dead just the other day. Death by strangulation." Coulson informs him.

"Why does that matter?" Peter asks them. "He was inside a secure laboratory, no other way in, no way out." Fury states to him. "That is suspicious." Peter realizes. "We need to learn who killed the man and why they took their missing equipment. We're not sure what he took, but it's most likely dangerous." Coulson tells him. "When am I not careful? Rhetorical question, I don't want a answer." Peter tells them. "Give me an hour, I'll be ready to take on my biggest challenge." Peter states and begins to leave. "Tracking down a killer?" Coulson asks. "Nope. High school." Peter tells him and leaves. "You think this is a smart move?" Fury asks Coulson. "I think it'll be good for him. Be around others his age." Coulson tells him.

While on the Quinjet, Peter learnt it fast. "You hate me, I realize that now. Did I do something to upset you accidentally? Was it the prank I pulled on Fitz? Because that was Jemma's idea." Peter asks Coulson. "What prank?" Coulson asks him. "...nothing. So, why am I being brought along?" Peter asks, regarding why he doesn't have a part on the mission. "For backup, and to get the high school experience. Maybe even some friends your age who aren't scientist." Coulson answers to him. "So, you're sending me to a school for genius kids?" Peter asks. "Didn't want you to get board." Coulson states. "True." Peter understands what he's saying.

They make it to their made out home and Peter places his suit in the closet. "I guess I won't be needing this for now." Peter says to himself and starts getting ready for his first day of school in a week. "Still can't believe they both did that. How am I supposed to act around others?" He asks himself as he starts placing school supplies in his backpack. Coulson steps into the doorway. "Hey, I know you're kinda upset about not having a place on the mission, but come on. High school's a great experience for you." He tells Peter. "If it's so great, why does every movie I've seen show how awful it is?" Peter asks him. "You'll see for yourself. Oh, but keep you suit handy. I might need Agent S to make an appearance." Coulson states as he leaves. "I've gotta find a better code name than _Agent Sticky_." Peter tells himself and gets everything ready.

Later in the week, a government base is testing a non tested developed Iron Man armor, they bring in General Ross. "General, our exoskeleton has got real firepower. It will put Stark out of the job." A scientist tells Ross. "Well, if it does what you say it can, Stark will be yesterday's news. I assume you're confident about this test." Ross asks him. "Absolutely. Captain Curtis is our top pilot." The scientist tells him. "Now, what about your contract with Oscorp?" He ssks Ross. "Nothing would make me happier than taking Norman Osborn and Tony Stark out of business at once." Ross states to him and they start up the suit and slowly starts flying upwards. _"We're picking up an unidentifiable object closing in, sir." Ross' communicator goes off telling him. "What's that?" The pilot of th suit asks. "Curtis, can you see something?" The scientist asks him as they hear maniacal laugh coming through the air as their suit gets blown from the sky and continues to shoot the rest of them down._

Peter wakes up in a cold sweat as his alarm wakes him for his first day of school. "Six sense tingling. What for?" He asks himself as he starts making his way to Midtown High. On his way he meets someone going to the same direction. "Hey, I'm Ned Leeds." He introduces himself. "Peter Parker." Peter holds his hand out, to shake his. "I haven't seen you around before, you new here?" Ned asks him. "Yeah, just moved here from Washington." Peter tells him. "Wow, sounds nice. Why move here?" Ned asks him. "My uncle got a job out here, we thought it would be better than Washington." Peter tells him. "Hey, Ned. Who's your friend?" A third person asks and Peter turns to see a short haired blonde girl around their age coming up to them. "Hey, Gwen. This is Peter. Peter, this is Gwen Stacy." Ned introduces them.

"Hey, nice to meet you." Gwen says and shakes Peter's hand. "You too. Where you guys headed?" Peter asks them. "We're on our way to Midtown High. You?" Ned answers. "Me too." Peter says. "Oh, that's neat." Gwen says, smiling as they start crossing the road and Peter's six senses starts screaming as a car comes speeding up to them. Peter grabs Gwen before the car found hit her and pulls her back. The car comes speeding past and misses them and Gwen sees it speed past. "Wow, thanks for that, Peter." Gwen says. "Dude, how did you do that?" Ned asks him. "I've got a way to predict when something might happen. It's sorta like a six sense to me." Peter explains as Gwen looks at him. "Well, whatever it was. Thanks for that." She says and hugs him as they make their way to school.

At Oscorp, Coulson is reviewing their manufacturing process and sees they were working on gliding technology and a flight suit to be almost as strong as vibranium. He makes a quick call to Fury. "Sir, the situation is worse than we thought. We're looking at Stark level tech here. Depending on who's hands it's in can we imagine the damage." Coulson tells Fury. "Well, I just got a call from General Ross. He had a run in with what you're describing. He was talking to an competitor company to Oscorp." Fury states. "So, it could be anyone who works here." Coulson thinks. "It would have to be someone who had access everywhere in the building, Coulson." Fury states. "Norman Osborn himself?" Coulson asks him. "Why would he do this?" He asks Coulson. "This morning, the board of directors for Oscorp fired him. After the attack, the company expanding offered Oscorp a serious amount of money. They bit, but only of Osborn is fired. They plan on telling people at the World Unity Festival in a few days, sir." Coulson explains to him. "So that means he's planing on striking again?" Fury asks. "It's likely." Coulson states. "Get the kid ready. I have a feeling Agent S is about to meet the streets." Fury warns him and Coulson understands that it's time for Peter's first real mission.

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**Next time, Peter adapting to a school environment and more.**


	4. First dates

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At school, Peter has gotten though the first few days easily. He and Ned became quick friends, Gwen hangs out with them most times. Along the socially awkward girl Michelle Jones Peter couldn't figure out how to talk to her so just stuck with his other two friends. He also learnt Michelle doesn't have many friends and doesn't open to most people is trying to figure out what Peter's hiding.

Peter learnt that he had to be extremely careful around her so she doesn't _accidentally_ discover he's a S.H.I.E.L.D. Agent just trying to be a normal kid.

A few months has passed and January has just passed, and today was just another normal day at school, Peter's been told there was an update on Norman and that he had to be ready when the fair comes into town tomorrow.

Also, everyone's been trying to get Peter to see if Gwen would go on a date with him. To get the (as Natasha, Clint, Fitz, Simmons, and even Coulson put it) _"high school girlfriend experience" _and Peter doesn't know how to ask someone out.

"Don't sweat it. You just walk up to the person, and ask them." Ned tells him, and sadly it's the best advice he's gotten from anyone. "That's terrible advice." Michelle tells them and they look to her. "How long were you listening?" Peter asks her.

"Ever since you walked through the school doors." She states and Peter can't believe how easy she could hide from his six sense. Speaking of six sense, his goes off and senses Gwen's about to slip walking over to them.

Peter quickly spins and grabs her before she could fall and Peter quickly grabs her food back on her tray. "Wow. Was that your Peter-Tingle?" Gwen asks him. "My Peter what?" Peter asks her, not knowing what she's talking about.

Gwen takes her food and sits down. "Your six sense you said you had when we first met. So I just call it your Peter Tingle. Easier to remember it."

Gwen says as she starts eating. "Please don't call it that. It sounds super lame when you say that. It's a gift and saying it like that makes it sound ridiculous." Peter says as he sits between her and Ned.

"So...Gwen, I was wondering...if you'd maybe like to...go somewhere...with me?" Peter asks her and Ned smacks his face for his friend. "What?" Gwen asks confused. "He's asking you out, Gwen." Michelle tells her.

"Oh...really? You wanna--you sure?" Gwen asks him. "Yeah, I am." Peter states to her. "Okay, well, if you wanna meet up at that festival tomorrow, I was gonna go alone, if you wanna go with me." Gwen says to him. "That sounds great." Peter says, smiling.

"See you then." Gwen says and finishes eating and leaves. "Thanks for that, Michelle." Peter tells her smiling. "Well, it was better than watching you struggling to get the words out." Michelle states and goes back to her food. "What about you, Ned, you going tomorrow?" Peter asks him friend. "Nah, I'll watch it on tv, but have fun on your date." Ned says and Peter realizes what he did.

The next day, Coulson and Melinda May are in a S.H.I.E.L.D. truck waiting for something as Peter is recon while on his date. "You nervous, kid?" Coulson asks Peter through the com link. "Yeah, kinda am. But that's normal, right?" Peter asks them.

"You've got nothing to worry about. If we see something, just get her safe, get into your suit and help us take down the Oscorp tech theif." May says into the speaker. "Like she said, keep calm. I'm sure she's just as nervous." Coulson says, trying to reassure Peter.

Gwen comes up to Peter and taps his shoulder. "Hey. Who you talking to?" Gwen asks him. "I heard you talking a few steps back." Gwen states. "I...was just talking to myself." Peter tells her. "Pete, can I ask you something? And I'm pretty sure I know the answer. Is this your first date?" She asks him. "All honesty, yes. I haven't been around many people my age, I was homeschooled most of my life." Peter tells her as the festival is happening.

They just start walking around and seeing what's happening though the crowds. "I just wanted to say, you look nice." Peter tells her. "Thanks, I just put this on, I didn't wanna make that big of a fus for something like this." She states regarding the crowds and trash everywhere. "Yeah, I'd should've got cliche and bought you dinner." Peter realizes.

Inside the van, they're listening to everything they're saying and don't know what they're hearing. "Please tell me this isn't flirting. Did you not teach him how to act around girls?" May asks Coulson. "Hey, the kid can disarm a nuclear bomb, while telling you the alphabet backwards. I didn't think it was necessary to teach him how to act on a date at the time." Coulson tells her. "Really? Or is it because you have no idea how to act around girls either?" May asks him as they go back to watching the scanners.

Peter is walking around with Gwen as she gets a corn dog as his six sense goes off screaming. Inside the van, the scanners pick up something heading to the carnival. "Coulson, we've got something." May tells him as they look at the screen.

Peter looks around and sees something flying towards the carnival. "Hey, is that one of Stark's?" Gwen asks him and Peter knows it's him. _Norman_. Peter thinks. "Gwen, we've gotta go." Peter tells her. "What? Why? I thought you were having a good time." Gwen asks him. "I've...got a tingle about it." Peter tells her and she looks at the glider closing in.

_"Peter, get her out of there fast. He's closing in on you all!" _May yells into his com and Peter drags Gwen away as the glider and flier comes up and people start cheering. "Peter, what's going on?" Gwen asks as the glider turns back around and flies around the carnival and throws a small bomb at the balcony holding the Oscorp board of directors and several S.H.I.E.L.D.'s best agents.

The bomb flies under them and explodes. "Okay, always trust your tingle." Gwen realizes as she and Peter run for it up a few flights of stairs. "Okay, get a safe distance away, Gwen." Peter tells her. "Where you going?" Gwen asks her. "My uncle's in there. I gotta keep him safe." Peter says, half lying as he runs into the crowd and starts taking off his clothes to reveal his stealth suit.

The balcony starts falling apart as people are running underneath it. Peter sees them and shoots his webs and pulls them away from the falling debris. Norman comes flying back towards the directors on the balcony. "Out, am I?" He asks and he throws a bomb that kills them all. On a rooftop, Gwen makes her way out as Norman flies up revealing his all green suit and goblin like mask.

"Hello there." He says and she screams and Peter sees him. "This is Agent S, I'm going in!" Peter yells as he swings in and kicks Norman off of the glider and lands on the roof. The glider goes out of control and starts running into rides and there's someone stuck on a ride and it's falling apart.

"Uh, oh." Peter says as he leaps to swing over and the problem escalates as the Ferris wheel cart comes loose and Peter leaps and catches it. "Oh, this is extremely heavy." Peter states, never lifting something while swinging like this.

Norman stands up as S.H.I.E.L.D. men approach him. "Hold It right there!" One of them say to him. "I surrender." Norman says and they start shooting and his suit is taking the damage. Peter leaps in front of them as Norman goes to punch him and Peter stops the punch.

"Nice right hook, here's my left hook." Peter asks as he punches Norman and he goes flying backwards. The glider comes back to Norman and he gets back on and activates the weapons. "Oh, come on!" Peter says as he starts running to avoid the machine guns from the glider.

Peter shoots a web and takes off above the carnival. Norman throws more bombs around and one hits below Gwen's rooftops and it starts caving in. "No!" Peter shouts as he starts leaping to save her. Then Norman comes in behind him and slams him into the building and slams his face and mask a few times before letting him fall.

_"Peter, you doing okay?" _May asks him from the van. "As far as first dates go. I would say pretty good." Peter states making a joke as he sees Gwen falling and grabs her on a web. "Hang on." Peter tells her and Norman turns to face back at him. "Look out!" Gwen yells to him as Peter webs his face.

Gwen starts slipping on the web and Peter webs what he can from the glider and pulls to break it as Norman looses control and flies off. "We'll meet again, S.H.I.E.L.D.!" Norman cries as he makes his getaway.

Peter sees Gwen falling and grabs her. "You're okay. I got you." Peter says as he pulls her back up. "Now, I'd get out of here if I were you. There's bound to be someone worried." Peter says, trying his best to disguise his voice as he leaps down to the others. Gwen watches him swing away. "Looks like you're full of surprises, Peter." Gwen says, knowing exactly who he is, easily.

Coulson meets up with him. "So, was is nice while it lasted?" Coulson asks Peter about his date. "It was nice, I suppose." Peter says as Fury approaches them. "So, what happens now?" Peter asks him. "We wait for him to show up again. Now he knows you're stronger than him, he might be gone for some time." Fury tells them. "There's no telling what he has planed next." He states and they all get to work.

Back at Norman's household, he's taking a drink as he hears somebody laughing. "Somebody there?" He asks looking around. _"Somebody?_" The voiceasks Norman. "Who's out there?" He keeps asking seeing he's here alone. _"Don't play innocent with me, Norman. You've known all along." _The voice states and Norman keeps looking for someone.

"Where are you?" He asks the voice. _"Follow the cold shiver running down your spine." _The voice states and Norman looks around. _"I'm right here!" _The voice yells and Norman looks into a mirror. "I don't understand." He states. _"Did you think it was all a coincidence?" _The reflection asks him.

_"So many good things happening to you. All for you, Norman." _He states to Norman. "What do you want?" He asks himself. _"To say what you won't. To do what you can't. To remove those in your way." _He states holding the newspaper. Norman looks to see it's about the board members death. "The board members. You killed them." Norman realizes.

_"**WE** killed them." _The voice tells Norman. "We?" Norman asks. _"Remember your little accident in the lab all those months ago?" _He asks Norman. "The super solder serum we were developing." Norman realizes. _"Bingo. Me. Your greatest creation. Bringing you what you've always wanted. Power beyond your wildest dreams, and it's only the beginning." _He states to Norman.

"_But now there's someone who does seem to have a soldier serum. Because he broke both our indestructible suit and glider." _He states to Norman. "That child with S.H.I.E.L.D.?" Norman asks him. _"That child seems to have somehow got his hands on a super serum himself. Imagine what could happen if we got to him. Or imagine if he joined us."_ He states to Norman. "It's not like he's gonna he turned to easily." Norman states. _"Then we strike at what he cares about...S.H.I.E.L.D."_ He says to Norman and laughs maniacally.

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	5. SHIELD ambush

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"Norman has gone dark. He hasn't shown up for work. He hasn't left his penthouse, so we assume he's either there or hiding offsite." Coulson states to Fury. "Well, since I damaged his armor, so Goblin's gonna be somwhere he can fix that equipment." Peter states to them and they look at him confused.

"Goblin?" Fury asks. "Yeah, I was getting checked on by Simmons, me and Fitz were talking about how he looked like a goblin. So we ended up naming him the Green Goblin." Peter explains to them. "It's not like I plan on calling him Norman every time he comes out of hiding, that gets boring." Peter explains to them. "Go get ready for school, see if your date saw anything tomorrow." Fury tells him as he starts leaving.

"If he plans on continuing creation on the soldier serum, for Oscorp or his own personal needs. He might think Parker has the answers." Fury tells Coulson. "Like the kid said, it's not like he's just gonna show up anytime soon. He doesn't even know Peter." Coulson says to him and sees something out the window.

"I'm mistaken." Coulson states as a bomb goes off, throwing both Coulson and Fury backwards. "That's interesting, Nick Fury." Goblin says as he grabs Fury by the neck. Coulson takes his gun out and starts shooting him and it has no effect. "So where can I find this Parker of yours?" Goblin asks Fury.

"There's no Parker in this building." Fury chokes out. "You're lying!" Goblin yells in his face. "I swear." Fury states.

"Then you're useless." Goblin states as he gets hit and drops Fury and sees Peter back in his suit.

"Look at what the Goblin King dragged in." Peter quips and Goblin sees him. "Speak of the devil." Goblin states seeing him.

"I just whipped your backside yesterday, so you came back for a second second helping?" Peter asks him as Goblin opens a valve on his shoulder and release sleep gas on Peter and he drops. Goblin grabs him and flies off. "Peter!" Coulson shouts as he goes flying off.

Peter starts to slowly wake up. _"Wake up, Parker." _A voice tells him and Peter quickly comes to his senses and starts getting up to fight Norman. "You're a very impressive specimen, Peter Parker." Goblin tells him. "How do you know my name?" Peter asks him, trying to keep calm.

"Your little friends back in your base aren't as quiet as they think. Peter Parker, the last of the Parker name. Lived with Agent Phil Coulson, of S.H.I.E.L.D." Goblin informs him what he knows. "You and I aren't as different as you would think." He states to Peter. "I'm not like you. You're a murderer, a freak." Peter tells him.

"Well, I chose my path. You chose the way of the hero. Or did you?" Goblin asks honestly. "You didn't really have much of a choice, now did you? You were born into this life." Golden starts circling Peter as Peter waits for him to strike.

"You were raised by S.H.I.E.L.D., to protect and serve, to never have the normal life." Goblin states to him. "You can't trick me, Norman." Peter warns him, knowing he's just trying to get in his head.

"There's only one thing the people of this world love more than order is chaos that organizes create, its to see organizations like your precious S.H.I.E.L.D. fall. In spite of everything your fellow agents have done for them, eventually they will hate you. Why bother?" Goblin keeps on asking Peter questions, and Peter knows he's trying to get a rise out of him but he knows how to control his emotions.

"It's the right thing to do. I shield those from the dangers of the world who can't do it themselves." Peter explains himself to Norman. "Here's the real truth. There are eight million people in this small city alone, and those teeming masses exist for the sole purpose of lifting the few exceptional people onto their shoulders."

"You and me...were exceptional." Goblin states to him. "What's stopping me from taking you down right here and now?" Peter asks him, ready to end this as the Goblin Glider comes down and aims it's guns at him. Peter sees he was stuck and starts to listen.

"I could end your life right now. But I'm offering you the chance to join me. Imagine what secrets your DNA holds within it. The things we could accomplish together, what could be created. Or we could destroy, cause the deaths of countless people and your fellow agents in selfish battle again and again, until we both die." Goblin states to him.

"Is that the world you want?" He asks as his glider picks him up. "Think about it, _Agent_!" Goblin says as he flies off and Peter tries to get up to try to chase him, but he can barely stand as it is.

Later, after calling Coulson and Fury, telling him he's okay, Peter made his way to school and runs into Gwen on the way inside. "Hey, what happened to you yesterday?" She asks him.

"Oh, like I said, I was making sure my uncle was okay." Peter tells her and she looks at him in disbelief. "You don't do a good job disguising your voice, Spider." Gwen states and Peter realizes that. "Yeah, I know." Peter states as he goes to his locker. "So, what happened? Who was that guy?" Gwen asks Peter, regarding Green Goblin. "Norman Osborn. We just don't have enough of a plan to get him." He tells her.

"And by _we _you mean S.H.I.E.L.D." She tells him and Peter agrees. "How long have you had those powers?" She asks him. "My whole life, I've been told. My parents died to protect my secret. I've been growing up inside S.H.I.E.L.D. ever since I was little." Peter explains to her.

"Wassup' penis Parker!" Flash says as he passes them. "Flash." Peter says as he ignores and keeps walking. "So, you can stand up against psychos in suits but not a high school bully?" Gwen asks him, confused.

"Just because I can do that, doesn't mean I should do it. But, listen, you can't tell anyone about this. Especially Ned. I just wanna...be myself. Just be a kid." Peter explains to her.

"Don't worry, your secrets safe with me, Spidey." She says making that her nickname for him and starts leaving.

"But you owe me a makeup date. Since our first got ruined by the _Green Goblin_." She states as she make her way to class. "Life just got complicated." Peter says to himself as Ned approaches him. "How'd it get complicated?" Ned asks him.

"No real reason, just the whole attack yesterday. Good thing you stayed home." Peter tells Ned. "Yeah, How was the date before that?" Ned asks his friend. "Apparently, she wants to go out again so I'd take that as a it went well." Peter says seeing it as an absolute win he has his first girlfriend.

Norman has been gathering all he could of Peter Parker or _Agent S. _As of now, Norman is having an argument with himself. _"The child doesn't even know his full potential because S.H.I.E.L.D. is keeping him back. He'll never take our offer either because of the same reason." _Goblin states to Norman.

_"Agent S __is all but invincible. But a child is easier to handle. We can destroy him."_ Goblin continues on saying. "He's just a kid. I can't just kill him." Norman states, trying to stay strong.

_"I'm not talking about killing him. You were hired to figure out what the Parker's were hiding years ago, Remember? We just had to finish the job. They said they'd take what they were hiding dead or alive." _Goblin states hatching a plan.

"_Alexander Pierce wanted us to deliver the Parker's secret. Now we know why. His blood is the first of what could be many super soldiers. We get him first, Oscorp lands on top of every other company. Even stark couldn't stop something like him." _Goblin states to him.

"How do we get close to him? If he was trained inside S.H.I.E.L.D., who knows what else he can do?" He asks Goblin. _"We blind his actions with the matter of loss and pain. Those will stop him from acting rationally." _Goblin explains to Osborn. "Take what he loves. Make him wish for the pain to end." Norman realizes. "Who do we go for?" Norman asks him.

_"The one who's been there since the loss of his family. The one who never left his side. Philip J. Coulson."_ Goblin answers him. _"That should get him to think quick more than smart." _He states and Norman gets the idea.

At the safe house, Phil is just entering the house as his phone goes off. "Natasha, what's up?" Coulson asks as he answers the phone. _"Just checking in, I heard the base was attacked this morning by Osborn?" _Natasha asks.

"Yeah, apparently he was trying to get Peter to join his side. Obviously, the kid didn't agree." Coulson tells her as he closes his front door and makes his way to the kitchen._ "So where's he now?"_ Natasha asks. "He's on another date." Coulson informs her about Gwen.

_"You meet her yet?" _Natasha asks. "Yeah, she's a nice and sweet, girl. But you wouldn't want to see her angry." Coulson says to her. _"So, where we at with Goblin?" _She asks, making sure she heard him right. "That's what Peter and Fitz are naming him, and now you are too?." Coulson asks, confused.

_"He needs to stop hanging out with Fitz and Simmons for a while."_ Natasha states to him. "Yeah, I-" an explosion goes off behind him. _"Coulson?!" _Natasha screams hearing the explosion. Goblin flies in and sees Coulson. "Well, well, look at what the government dropped." Goblin says to him as Coulson once again tries shooting him, knowing it's a loss cause. Goblin grabs his neck and lifts him in the air.

"Agent Coulson. You're needed for my perfect specimen." Goblin states to him laughing. Coulson looks on shock and tries to get free of his grip as Norman knocks him unconscious.

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**Cliffhangers!!**


	6. Something sinister

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Peter and Gwen runs through the S.H.I.E.L.D. men guarding his home and looks around to see it mostly destroyed and Coulson is nowhere to be found. "I can't believe I let this happen." Peter says. "This wasn't your fault, Spidey." Gwen tells her as Fury approaches him.

"Parker. We've got his demands." Fury says to him, not beating the bush. "What does he want?" Peter asks.

"He said if he gets you, Coulson goes free." Fury explains to him and Peter starts feeling sick. His uncle, one of the few people who've always been there for him when he needed them, was taken because he was to strong to take on himself. "Where does he want to meet?" Peter asks. "Slow your horses, we're not trading you to that maniac. But we need to learn why he wants you." Fury states to him.

-

They go back to the S.H.I.E.L.D. base and talk to Fitz-Simmons. "Well, if Norman was working on performance enhancers, Peter's blood might just be the key behind it all." Fitz says as he looks at Peter's DNA.

"Peter's blood isn't just...different. If it were transferred into another specimen, it would be the dominant out of anyone's DNA. Their cells would instantly start changing into super soldiers." Simmons finishes his thought for him.

"So, even a drop of Peter's blood could change the entire human body." Fitz finishes off. "Does he really think you'd give Peter up like that?" Gwen asks and they look to her. "Oh, sorry. Hi, Gwen Stacy." She says it introducing herself. "Fitz." "Simmons." They intorucuce themselves to her.

"Sir." Maria Hill comes in while on the phone. "We just got a confirmed breakout from the Fridge. Max Dillon and Aleksei Sythsevich have been broken out by a man in a green mask." She explains to them. "Electro." Peter says. "Rhino." Fitz states at the same time.

"Looks like he knows your strong enough to take him on alone, Parker. So he recruited his own team." Fury says to him. "You still wanna go through with this?" Fury asks him. "If I go in, there's no guarantee that he won't just kill Coulson. So make it There's no way for him to escape, I'll go in and try to keep them down. Gwen, I need you to go home, so I know you're safe." Peter tells her and she gives him a quick kiss.

"Woah." Fitz comments on the action. "Can your Peter tingle see the future?" She asks him.

"No, that's not how it works." Peter tells her. "Stay safe, Spidey." She says as she's escorted home.

"Peter tingle?" Simmons asked.

"That's what she decided to name it." Peter explains to them as he sees their faces. "I'm never hearing the end of it, am I?" He asks them knowing the answer. "Not happening." Natasha says. "I'm telling that to Laura when I see her." Clint states. Peter gets annoyed by his family and starts rushing a plan together.

-

Peter get driven to the address with Clint and Natasha get out ready to go. "We sure this is the place?" Clint asks, getting his bow ready. The place looks damped, abandoned, maybe haven't been used in years. "Six sense is telling me different." Peter says to him.

"You mean your _tingle_?" Natasha says smiling. "Great. Never loosing it." Peter realizes. They start walking towards the warehouse as a blast of electricity stops them in their tracks.

They look up and see Electro flying in the air. "Well, well, well, look at who it is. Agent S, Hawkeye, Black Widow. It's been about 3 years, haven't it?" Electro says as he sees them. "Been a long time since we threw your backside into the Fridge, Sam." Clint says, aiming his arrow at him. Natasha aims her guns at him.

"Where's Coulson?" She asks him. "The Agent's inside waiting to be rescued." Electro says to them. "But there's still 800 pounds of a man trapped inside a mechanical rhino suit inside and me out here!" Electro starts blasting at them and they all dodge the bolts of lightning. Peter ducks behind a broken wall of bricks, while Natasha and Clint get behind a damaged car.

"What's the plan, kid?" Clint asks, shooting arrows at Electro and he dodges them all. "I get inside and handle Rhino and find Coulson. You guys stay and handle him! Aunt Nat, Give me some cover!" Peter says as he starts running into the open and Natasha keeps Electro's eyes on her but he soon sees Peter and starts blasting electricity at Peter.

Peter keeps running ahead of the lightning and quickly shoots a web and swings above Electro and comes smashing through a window of the warehouse and lands on his arms and feet. "Coulson!" Peter shouts, trying to find his uncle. He listens to the silence, letting his Six sense guide him by listening for his heartbeat, but he picks up on another heartbeat coming in fast.

Peter webs the ceiling and leaps up as Rhino comes crashing through the wall. "Oh, speak of the idiot." Peter says, as he hangs upside down and Rhino is looking for him. "The annoying Bug finally returned!" Rhino says.

"Uh, hate to hurts your bubble, you called me. You escaped with a psycho in green." Peter states to him and he charges at part of the wall and Peter drops down on top of him.

"So, you tell me where I can find my friend, and we can lock you back in your cell and all be on our way." Peter says as Rhino tries grabbing him off of his back and charges at the wall. Peter quickly leaps in front of him. "Let's get this over with, I've been waiting over a year for this." Rhino states as he charges at Peter.

Peter runs at Rhino and trips his leg by using all his strength to kick it and he sends Rhino flying into a wall. "This will be over as soon as you tell me where Coulson is!" Peter says, getting frustrated at the man.

Rhino gets back up and starts charging at him again. "I don't have time to go around in circles all night, Rhino!" Peter yells as he webs Rhino's legs together and he goes sliding.

As Rhino starts tearing the webbing, Peter lands and states walking to him. "I want answers, now!" Peter yells to him. "Where's Coulson?!" He shouts as he webs him to the ground. "S!" Peter hears someone shout and knows who it is. "Coulson?!" Peter tells as he runs to find him.

He breaks down a door and sees Coulson tied to a chair. "Coulson, is it safe?" He asks him. "Yeah, come on, quick. You gotta hurry." Coulson says as Peter starts untieing him. "Where's Norman?" Peter asks him.

"I was bait, kid. He wasn't using me to get to you. He was using me to get you away from her." Coulson states and Peter freezes in shock. He quickly pulls out his phone and calls Fury. "Fury, get Gwen back to the base. She's the target! Goblin's going for her." Peter tells Fury. _"You get Coulson back, I'll get he__r a entourage to protect her, understand?" _Fury asks him.

"Understand, sir. See you home." Peter says and walks out with Coulson to see Clint and Natasha took Electro down. "You would think a guy who's made from electricity can't be brought down by a taser arrow and my widow bites." Natasha says as men come in to arrest the escaped convicts.

-

Back at the base, Coulson is getting checked on and Peter is pacing. "Peter, she's gonna be here any second, you'll see." Simmons says, trying to reassure him and the fact his pacing is getting annoying to them. "I'm just gonna call her, see where she's at." Peter says.

"Whatever stops you for making a hole in the floor." Coulson says as Simmons is done checking on him. Her phone starts ringing as Peter calls her and waits for her to answer. _"Hi, you reached Gwen Stacy, leave me a message, I'll get back to you."_ It says and beeps.

"Gwen, it's me. I just wanted to check on you. I'm just...Norman has me on edge, I'm sorry." Peter says and hangs up. "You know, my senses aren't going away. I feel somethings wrong if she didn't answer." Peter states to them. "Come on, there could be a number of reasons why she didn't answer." Fitz explains.

"Maybe she didn't have her phone on her when the team was moving her." Simmons explains as his phone starts ringing and he sees its Gwen.

"See? I rest my case." Fitz says as Peter answers. "Gwen, I was so worried." Peter says into the phone and his face turns white as all he hears is maniacal laughter. _"Can Agent S come out to play?" _Goblin asks into the phone. "Where is she, Norman?" Peter asks and all eyes turn to him.

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**Cliffhangers are fun**


	7. Bring me back

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Gwen doesn't know how fast it happened, but she tried to contact Peter before he could hit, but when Norman came down and blew her car andseveral other cars she was in with several S.H.I.E.L.D. agents, she was knocked unconscious as the agents tried taking down Norman and he blocked all communications so they couldn't call for backup.

Goblin made quick work of the agents and makes his way to Gwen and finds her phone just out of her arms reach and sees a voicemail from Peter. He quickly calls back and tells him where to meet him if he wants Gwen to live. The Brooklyn bridge.

-

Gwen soon wakes up and sees she is on top of the bridge and almost falls off. She runs and starts trying to find a way down and Goblin comes flying past her laughing. _"The itsy-bitsy spider went up the water spout. Down came the Goblin and took that child down." Goblin _says singing and shoots missiles and destroys part of the bridge and the cars start crashing to avoid falling off. The entire bridge is blocked off from the rest of the world.

-

Peter is making fast work at closing the distance between the base and the bridge. _"Pete, you need to stop and wait for backup! You're running into a trap, kid." _Clint tells him from base.

"I don't care. Gwen's in trouble, and it's my fault." Peter says as he turns off his communicator. He lands across from the bridge and sees the trapped civilians. "Norman, what have you done?" Peter asks him as he sees the entire way to the bridge is gone on both ends and Gwen's in the middle of it all.

Peter looks around and sees two flags he could use to thrust himself onto the bridge. He webs them and pulls back as far as he can go and shoots himself at the bridge.

He starts swinging across the bridge and lands across from Gwen. "Gwen. You okay?" He asks her, while running to her. "Yeah, I'm okay. Just freaked out a bit. That's normal I suppose after being abducted by a Green Goblin." Gwen says.

"Come on, let's get you out of here. I'll come back for the people, but he's after you." Peter says. "Watch out!" Gwen yells as Goblin comes up and slams his glider into Peter. Peter gets thrown across the bridge and uses his abilities to stick to the surface before he could fall. He starts getting up and sees Goblin flying with Gwen in his hands.

"Parker, this is why only fools choose to become heroes. Because you never know when some lunatic will come along, with a sadistic choice. You chose your uncle over your high school sweetheart." Goblin states.

"**Put her down, Norman**!" Peter commands Norman as Peter starts running to the edge of the bridge to chase him. "Come and get her." Goblin says as he flies off and Peter webs the closest thing and swings after them.

-

A S.H.I.E.L.D. SWAT team, along with Natasham Clint and Coulson watch the interaction and tries keeping up as they are flying away. "Peter turned off his communicator, we can't talk to him." Natasha tells them.

"He's angry and upset he didn't see it coming." Coulson tells them. "He thought I was what Goblin was gonna use to get to him, he never would've guessed he would be after Gwen." Coulson says.

"How did Goblin know about Gwen?" Clint asks.

"He must've seen her and Peter a the festival when he first showed up, looked for online accounts of Peter or Gwen. Number of ways for someone with Norman's resources." Coulson explains as they wait to catch up with them.

-

Peter is still chasing Goblin and Gwen and makes his way up above a clock tower and tries webbing the glider and he's too high up. "Norman! Put her down!" Peter shouts to him, loosing hope.

"Osborn, this has nothing to do with her! You want me? I'm right here!! Come get me, just let her go!" Peter shouts, trying to get Gwen away from all of this. "Very poor choice of words." Norman states as he drops Gwen. "No!" Peter shouts as he leaps up to catch her.

He grabs onto her and they come falling into the clock tower. "You okay?" Peter asks Gwen as they land. "Nothing some therapy won't solve." Gwen quips as a Goblin Bomb gets dropped next to them.

"Hang on!" Peter shouts as he covers Gwen from the explosion as it goes off and Peter's suit absorbs most of the damage and the walkbridge they're on breaks Gwen starts falling and Peter grabs her. "Hang on, I'll put you down." Peter says as he starts to slowly lower Gwen to the walkway and Goblin comes flying inside. Peter tries having Gwen fall onto the platform and she lands onto some parts to the clock as he and Goblin start fighting again.

Peter and the Goblin start into hand to hand combat, thanks to Natasha's training, Peter gets the upper hand in speed and agility, but Goblin's suit can take many more punches than last time. Gwen starts making her way out of the clock as they continue to fight above her.

Peter breaks the bottom of his glider, seeing it's still as fragile as before and it's starts falling. Gwen dodges the glider but her platform falls apart and Peter shoots a web to catch her. She grabs onto the web and stops from falling. He starts pulling her up as Norman comes down to punch Peter and he starts holding him off and keeping Gwen alive.

Norman holds down Peter's hand holding the web and it makes its way to the clock gears to break. Peter uses his strength to shoot a web at the gears to stop it from moving but it isn't enough. Peter shoots a web in between two of the gears and wraps it around Norman's suits neck and it gets some of his strength off of Peter.

Peter looks to Gwen and sees it's a long way down and the web is about to be broken. He uses his leg to stop the gears and it doesn't break the web. Peter uses all of his strength to stop the gears with his foot and keep some strength to hold back Goblin. "Spidey?" Gwen asks out of fear as the gears just end up breaking and slice through Gwen's webbing.

Gwen starts falling as the rest of the clock comes apart and crashes upon Norman, keeping him from moving anytime soon. Peter flips and goes diving for Gwen. He quickly raises his hand to catch her and shoots a web and shoots as it starts navigating through all of the clock parts and they get closer to the ground. Time seems to start slowing down for Peter as the web starts making its way to Gwen to save her from the fall.

Peter's heart is beating so hard, he fears it'll burst out of his chest. He prays that the universe, god, whoever's listening will let her live_. _The web grabs onto Gwen and Peter grabs onto a pipe to stop himself and looks down to see her close her eyes as she hits the back of her head on the ground, combining with the whiplash of the fall.

Peter stays there for a second and places the web on the pipe and shoots a web to drop to her. He quickly lifts his eyes sockets to see her. "Gwen?" Peter asks, trying to hear her heartbeat. Even the slightest of heartbeat, but all he can hear is his heart breaking as he has to face the truth. He lifts her head to find a pulse, praying his senses was off.

"Hey, Gwen? It's me...it's-it's Peter. It's Spidey." Peter says as he takes his mask off entirely and let's the tears fall from his face. "Gwen, I need you to get up. We have to get out of here, he...Norman can get back up any minute." Peter says to her while trying to keep himself calm.

"Come on, Gwen. Stay with me! Stay with me, please!" Peter starts breaking down entirely as his web dissolves off of her and he grabs Gwen himself and holds onto her, not wanting to let her go. After a few tears, he starts to slowly place her on the ground to rest.

Peter's senses go off and the doors burst open and S.H.I.E.L.D. lead by Natasha and Clint come in and see him. Peter raises his head to the flashlights and they see his tears. "I...I couldn't stop him." Peter says, still shaken.

"Oh, ребенок паук." **(Baby spider)** Natasha walks up to him and Peter engulfs her into a hug and continues to cry. "You better call in a medic. Just to be sure...director, the hostage is down." Clint says in his communicator and armed men come in and take Norman away.

Several days later, Norman has been thrown into the Fridge, to never see the light of day again. Peter now realizes he and Coulson have to return to Washington and he has to leave the normal life he has. Fury allows them to stay long enough to attend Gwen's funeral before returning.

-

On the day of the funeral, more than a few tears were shed from everyone, especially Peter. A few of Gwen's friends showed up along with her parents and brothers, who all knew Peter. Peter got the report of her death and it explains to him that he couldn't have done anything to save her. But that doesn't stop him from blaming himself.

-

After the funeral, the next day Peter had to break the news to his friends he was leaving. "You're leaving? What happened?" Ned asks Peter as he's emptying his locker. "My uncle told me if things worked out we'd be here a while longer, but things didn't work out. We're moving back to Washington." Peter tells him as he closes his locker. "But, hey, we can still be friends. We can skype, text, call anytime." Peter tells his best friend and they do their handshake and as Peter leaves.

His senses finally go off to reveal Michelle reading her book near the steps of the school. "Hey, Michelle." Peter says to her. "Guess you're really leaving." Michelle states seeing his bag completely filled. "Yeah, I am." He tells her, sad to leave his friends.

"Gotta say, I was just getting to like you." Michelle tells him. "Well, you never know. Maybe we'll meet again." Peter tells her, hoping it to be true. Michelle walks up to him, putting her book down.

"I just wanted to say, I'm sorry about Gwen." Michelle tells him and pulls him into a hug. Peter automatically takes in the hug still not over her death.

"Just gotta say, this is the first time you've put your book down to talk." Peter quips and he couldn't be sure but he's sure he herd her chuckle at that.

"Take care of yourself, Peter." Michelle says to him, even when she's gonna secretly miss him herself. Coulson drives up to the school in Lola and sees them. "Hey, uncle C." Peter says as he and Michelle break the hug off. "Hey, can you do me a favor? Ned's gonna need someone after all of this and-" Michelle cuts him off knowing where it's going.

"I'll have his back for you, Tiger." Michelle tells him and walks back into the school. Peter watches her leave and looks at the slice of a normal life he once had and gets into Lola. "You did good. On both ends, you know that?" Coulson states to him, knowing that Peter doesn't look at the bright side of his work often.

-

Peter is sitting outside the labs, watching everyone go back and forward all day, he's been like this for the past few days. When he first arrived back to the Triskellion, he took $10,000 from his account and sent it to Gwen's family.

After that, he got briefed on by Fury and he hasn't done much since. "Oh, the poor thing." Jemma says while seeing Peter sulking to himself still in a chair in the halls. "It must've been hard with him, the first girl he's interested in and she gets murdered by a deranged billionaire." Jemma says to Fitz.

"Yeah, he didn't even seem interested when I was gonna pull a prank on Sitwell just to cheer him back up." Fitz tells her feeling sorry for Peter. "Oh, he does love pranking him." Jemma says, chuckling. "Maybe you should go cheer him up." Jemma suggests to Fitz.

"Me? Why not you? You and him are like twins half the time." Fitz states to her.

"Yes, But you and him have a more brotherly relationship." Jemma states back at him.

"Fine, Okay?" Fitz says and starts making his way to Peter and goes back to Jemma. "What do I say to him?" Fitz asks her.

"Just something like how we're all here for him, it's normal to feel pain in loss." Jemma says to him and Fitz starts walking back to Peter.

Peter is sulking and Fitz walks up to him. "Peter, listen...it's-" "I heard you guys talking. Super hearing, remember?" Peter tells him and Fitz feels stupid. "Right." Fitz says and they fall into silence. _"It's better to have loved and lost than never to have lived at all." _Peter says to him.

"What?" Fitz asks him.

"Read about it in school. Michelle said it to me when Gwen announced she's my girlfriend." Peter explains to him. "I just need some time to think." Peter says.

"Pete, it's been several days, you haven't eaten much as you should, you don't do as much anymore." Fitz says and Peter gets up and leaves.

Peter retries to his room and looks at his computer and all of the pictures he took with Gwen when something appears in his email. He opens it and sees it's from Gwen's Mom. _"Gwen asked us not to watch these. Thought you'd want them."_ The notes says and attaches a video and he pushes it to see it start off with Gwen and Peter in an abandoned building and Peter's letting her try his web shooters.

_"Okay, so I just aim and shoot with my middle finger?" Gwen asks Peter as he's laughing at how she looks in his suit. "Yeah, Just aim and shoot." Peter tells her and Gwen aims it at a railing above them and shoots it off and she screams and the webbing goes everywhere. And just misses Peter. "Oh, I'm so sorry!" Gwen shouts. "Okay, I should've specified on you need to let go afterwards." Peter says laughing hard. _

Real life Peter is chuckling at the memories as another video appears and shows them on another date.

_Peter is swinging Gwen around the city and she's cheering her head off as they go everywhere around the city while Peter's phone is attached to a staff recording everything._

Next is a few pictures they took of her wearing his mask, her trying to take off the mask on her own, them kissing on top of the Statue of Liberty and more.

Peter starts to smile and sees a final video she recorded herself. _"Goodbye."_

Peter gets confused and clicks on it.

_Gwen is placing the camera down and sits on her bed. "Hey there, Spidey." Gwen starts off. "So, in case you don't know, I'm recording this after out swinging around the city date." She start with and starts breathing slowly. _

_"So, I thought I would leave a message for you...in case your work caught up with us." Gwen says._ Peter can't believe that she was prepared just in case it actually happened and as usual she was right. _Gwen clears her throat and goes back to it. "Pete, I don't know how, or what way it happened. But I know it wasn't your fault...this is life, Spidey." Gwen says and moves some hair out of her face._

_"You're a hero. And you're doing it because you can make a difference and you choose to. Most people only have one or the other. They want to make a difference and can't. Or they can maybe a difference and choose not to. No mask can make who you are, the heart inside of y__ou. Don't let the anger destroy you, keep protecting those who need you. T__he world needs your heart __S.H.I.E.L.D. needs your heart. This is the end of my story, but your story is yet to begin, and I'm happy to be a part of it. I love you, Spid__ey." Gwen says as she lets some tears fall and walks up to the camera. "Your mask doesn't make you who you are. It's the heart inside of you.__" She says and turns the camera off._

Peter lets tears fall off his face and understands what she's saying. He can't push people away because of her death and needs to continue his mission to shield people from the same fate as Gwen.

Fitz and Jemma are arguing on trying to talk to Peter as Peter walks into the labs and knocks on the window. "Peter." "Hey, Pete." They say to him. "I just wanted to say, thanks for trying to cheer me up." Peter tells them.

"Thank for...everything. My whole life. And...I've decided to embrace what happened as a reason to continue." Peter tells them. "Gwen left me a message telling me to promise to protect people, so I'm gonna do it anyway I can." Peter says smiling. "Well...you wanna go prank Sitwell now?" Fitz says smiling. Peter smiles menacingly. "Let's do it." Peter says and they leave and Simmons gets back to work. "Boys." She says smiling.

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**Next up...Avengers.**


	8. Avengers assemble

**Welcome to the Avengers**

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Months after Gwen's death, Peter is now at a secret NASA S.H.I.E.L.D. base, where Coulson has ordered an evacuation after the tesseract became unstable, as Fury comes in on a helicopter. He lands and exits the chopper and sees Coulson and Peter waiting for him. "How bad is it?" He asks them. "That's the problem, sir..." Coulson starts and looks to Peter. "We don't entirely know." Peter says.

They walk through the halls explaining the situation as Hill comes and joins them. "Dr. Selvig had an energy serge from the tesseract about four hours ago." Peter explains.

"NASA didn't authorize him to go into test phase." Fury says. "He wasn't testing it, he wasn't even in the room. Spontaneous event." Coulson states. "So, It juts turned itself on?" Hill asks. "Where are the energy readings now?" Fury asks.

"Climbing. When Selvig couldn't shut it down, and Peter's tingle started screaming like church bells in his head, we ordered an evacuation." Coulson tells them. "How long until we get everyone out?" Fury asks. "An half hour, maybe less." Peter says. "Do better." Fury tells them and they leave.

Fury and Hill make their way to the tesseract. "Sir, evacuation may be feudal." She tells him. "We should tell them to go back to sleep?" Fury asks her. "If we can't control the tesseract, there may not be a safe distance." She explains.

"I need you to make sure Phase 2 prototypes are shipped out." He tells Hill. "Sir, is that really a priority right now?" She asks, "until such times as the world ends, we will pretend like it continues to spin on." Fury tells her. "Clear out the tech below. Everything to do with Phase 2 on a truck and gone." He says. "Yes, Sir." Hill says and leaves.

Fury walks into the room and sees Selvig working. "Talk to me doctor." He says. "Director." Selvig calls him over. "Anything we know for certain?" Fury asks. "The tesseract is misbehaving." Selvig states. "Is that supposed to be funny?" Fury questions.

"No, it's not funny at all. She's not just active, she's...behaving." Selvig tries to explain. "How soon before we can pull the plug?" Fury asks. "She's an energy source. We turn off the power, she turns it back on. She reaches peak level." Selvig explains to him. "We're prepared for this, Doctor. Harness every from space."

"We don't have the harness." Selvig says as he walks back to the computer. "My calculations are far from complete. Nothing harmful. Low levels of gamma radiation." Fury looks to him. "That could be harmful." He says. "Where's Agent Barton?"

"The hawk? Up in his nest as usual." Selvig points above him. Fury uses his radio to call him down. "I put you on this assignment to keep a close eye on this thing. "Well, I like the kid, I see better from a distance." Clint explains.

"You seen anything that could've set this thing off?" Fury asks him as they walk up to the tesseract. "Doctor, it's spiking again." They hear a scientist say. "Noones come or gone, Selvig's clean, no contacts. If there was any tampering, it wasn't from this end." Clint says. "This end?" Fury asks, confused. "Yeah, the cube, it opens a doorway through space. Doors open from both sides." Clint says as the tesseract starts glitching and a portal gets blasted at the end of the room and a man appears with a scepter.

S.H.I.E.L.D. men approach him with their guns pointed at him. "Sir, please put down the sphere!" Fury yells. The man stands up and shoots a blast at them. Clint grabs Fury and moves out of the way from the blast as the men starts shooting at him and he makes quick work of them with his scepter. Clint tries shooting him and he stops Clint. "You have heart." He states as he places the scepter to Clint's chest and his eyes glow blue.

Fury makes his way to the tesseract as the man starts controlling the remaining S.H.I.E.L.D. men. Fury starts leaving with the tesseract. "Please don't." The man says. "I still need that."

"This doesn't have to get any messier." Fury tells him. "Oh, yes it does. I have traveled far for anything else." He states. "I am Loki...Of Asgard. And I am burdened with a glorious purpose." Loki says. "Loki. Brother of Thor." Selvig says, remembering his time with Thor.

"We have no burden with your people." Fury tries to cooperate with him. "An ant has no burned with the boot." Loki states. "Are you planing to step on us?" Fury asks. "I come with glad tidings. Of a world made free." Loki says, moving towards Selvig.

"Free from what?" Fury asks. "Freedom. Freedom is life's great lie. Once you know that, in your heart..." he turns around and controls Selvig with the scepter, "...you will know peace." Loki finishes as Clint looks up at the energy from the tesseract on the ceiling. "Yeah, you say peace, I think you mean the other thing." Fury says.

"Sir, Director Fury is stalling. This place is about to blow. Drop a 100ft of rock on us. He tends to burry us." Clint states. "Like the pharaohs of old." Fury says. "He's right, the portal is collapsing in on itself. We've got about 2 minutes before this goes critical." Selvig says, looking at the computers. "Well then." Loki says as Clint shoots Fury and they leave with the tesseract.

Peter is helping Hill load up the trucks as his senses go off and he turns to see Clint and Selvig with a few a few agents and a man he's never seen before. "We need theses vehicles." Clint says.

"Hey, who's that?" Peter asks, pointing to Loki. "He didn't tell me." Clint coldly states to Peter and he starts walking away slowly as their radios go off. "_Hill. Parker. Do you copy_?" They hear Fury asks.

"_Barton has turned_." They hear him say and Peter grabs Hill and moves her out of the way of Clint's shots. They try shooting back as they start driving off. Peter starts shooting his webs and he misses, since Clint knows his training. "_They have The the tesseract. Shut them down!" _They hear Fury tell them and they take off to stop them.

The entire base starts collapsing as it becomes a race to get out as part of the roof tumbles on top of them. Fury flies in a helicopter and tries shooting the, And it fails as Loki uses the scepter to take it down an Fury crashes. "_Sir?" _Coulson asks. "The tesseract is in enemy hands. I've got men down." Fury says. "Hill? Parker?" He asks in fear. "_There's a lot of men still under." _Hill states. "_Were not sure how many survivors._" Peter states.

"I want everyone not working on rescue, looking for that briefcase." Fury tells them. "_Rodger that._" Hill says. "Coulson, Parker, return to base. As of right now, we are at war." Fury says. "_What do we do?"_ Peter asks. Fury thinks for a second and knows it's time...

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**TITLE CARD WITH LOUD HEROIC MUSIC PLAYING**

**AVENGERS **


	9. Big guy

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After the decimation of the NASA base, Peter was told to make contact with Natasha and tell her to inform Stark the Avengers initiative has been activated when he got to the carrier.

On the carrier, Peter tried calling her phone directly and it doesn't work. Since he knows who she was after, he called them. _"Hello?"_ The man on the other end asked in Russian. "Put the girl on the phone." Peter replies in Russian (since he speaks it and several other languages fluently) and the man hands it to someone else who Peter guesses is the boss. "Listen to me." He says but Peter interrupts, annoyed.

"You're at 114 Seleski Plaza, third floor. Put her on the phone or I send a F22 strike to wipe you all out." Peter states threateningly. The next he hears is shuffling and hears Natasha. "Hey, aunty Nat." Peter says, happily.

"Hey there, Pete. Please tell me this isn't a social call." Natasha says back at him.

"No, Fury needs you to come in." Peter says into the phone.

"Is he crazy? I'm working." Natasha states.

"What's happening is more important than your assignment."

"Pete, I'm in the middle of an interrogation. These morons are giving me everything."

"I not...give her everything." Peter hears the boss mumble.

"Look, I cant be taken out of this right now." Natasha states to Peter.

Peter didn't wanna worry her, but now he has to tell her. "Nat...uncle Clint's been compromised." Peter says and she goes silent for a second.

"Let me put you on hold." Natasha tells him and all he hears next is her destroying them. Next he hears her pick up the phone, probably on her way out.

"Where is he now?" Natasha asks Peter.

"We're not sure right now." Peter informs her.

"But he is alive?"

"As far as we know. Coulson is briefing you in on everything when you get back. But first we need you to talk to the big guy." Peter says to her regarding the Avengers initiative.

"Peter, you know Stark trusts me as far as he could throw me." Natasha states.

"Oh, Uncle C's getting Stark. You're after the big guy." Peter informs her and she suddenly understands that he means dr. Bruce Banner, the Incredible Hulk.

Peter on the other hand was asked to help Coulson escort Steve Rodgers, Captain America. Who they found frozen in the ice while Peter was battling Norman. The only reason Peter was excited to be there wasn't just because he got to meet the man that help start S.H.I.E.L.D. 80 years ago, but so he could see his uncle trip over himself trying to talk to Rodgers. Since he's a huge Captain America fan. Even had Captain America trading cards.

-

They're on the Quinjet, heading towards the carrier as Captain America is going over a projection file on all of the Avengers candidates Coulson gave him when he boarded. Peter was working as copilot as he sees they're approaching the carrier. "Were about another 40 minutes out from home base, Coulson." Peter informs Coulson.

"Thanks, kid." Coulson thanks and goes over to Steve as he's watching the footage of the Hulk.

"So, this dr. Banner was trying to replicate the formula that created me?" Steve asks Coulson.

"A lot of people were. You were the world's first superhero." Coulson explains, even Peter's parents tried to do it and that's what lead to their deaths and Peter being bit by their test subjects. "Banner thought that gamma radiation might hold the key to unlocking Erskin's original formula."

"Didn't really go his way, did it?" Steve states.

"Not really. But when he's not that thing. He's like Steven Hawking."

Coulson sees the confused look on Steve's face, but the fact that Peter was the one who explains to him who he was and Steve was gone for 80 years, he gets a pass. "He's like a...smart person." Coulson explains to Steve.

"I just gotta say, it's a huge honor to meet you, officially." Coulson says to Steve. "I sorta met you, I mean..I watched as you slept." Coulson says to Steve and Peter just face palms himself on the way he worded that.

"I mean, I was present as you recovered from the ice." Coulson explains as Steve gets up and approaches the front of the jet. "I mean, it's just...it's a huge honor to have you on board."

"I hope I'm the man for the job." Steve says.

"You are." Coulson quickly states. "We made some modifications to the uniform. I had a little design input." Coulson says about his suit. Peter remembered how excited Coulson got on designing the suit.

"The uniform? Aren't the Stars and Stripes a little...old fashioned?" Steve asks.

"With everything that's been happening...and the things about to come to light, sometimes people could use a little old fashioned." Coulson says to him as they come up to the carrier and come in to land.

They exit the Quinjet and Peter sees Natasha approaching them and gives her a quick hug before Coulson exits with Steve. "Agent Romanoff, Captain Rodgers." Coulson introduces them to each other.

"Hi." Natasha says to Steve. "They need you and Peter on the bridge. They're starting the face-trace." She says to Coulson and Peter and they leave.

Inside, they're getting ready to set off into the sky. Peter himself is still afraid of heights. Especially when he's stuck in the air with nowhere to go but down if the engines decided to dial on them, so he just constantly reminds himself that it's a boat and not a plane.

"All engines are operational." Hill says as Fury steps out to them and dr. Banner, Natasha and Steve enter the room. "S.H.I.E.L.D. Emergency protocol 193.6 is in effect. We're at level, sir." She says to Fury.

"Good. Let's vanish." Fury says and they activate the reflective panels on the Helicarrier...carrier! And it vanishes from site. Fury turns to the others and Steve hands him a ten dollar bill and he talks to Banner. "Doctor, thank you for coming." Fury says to him.

"Thanks for asking nicely. So how long am I staying?" Bruce asks Fury.

"As soon as we get our hands on the tesseract, you're in the wind." Fury explains to him.

"Where are you with that?" Bruce asks them as he goes near the railing to see Coulson and Peter.

"Were sweeping throughout any wireless camera on the planet." Peter says to them. "Cellphones, laptops, if it's connected to a satellite, it's ours to see."

"Still not gonna be able to find them in time." Natasha says while looking at a picture of Clint on the search computers.

"You have to narrow down your field. How many spectrometers do you have access to?" Bruce asks Fury.

"How many are there?" Fury asks.

"Call every lab you know. Tell them to put the spectrometers on the roof and calibrate them for gamma rays. I'll rough out a tracking algorithm, basic cluster recognition. At least we could rule out a few places." Bruce says to them. "You have somewhere for me to work?" He asks.

"Agent Parker, show dr. Banner to the laboratories, please." Fury asks Peter.

Peter starts showing him to the labs as Coulson is calling the spectrometers labs.

"You're gonna live it, doc. We've got all the toys." Natasha comments as they leave down the halls.

"Really? You've got a comador 64?" Bruce asks Peter.

"We're not exactly outdated." Peter informs him as they leave.

Coulson and Natasha are watching them leave. "Yeah, was it just me or was he tripping over himself talking to him?" Natasha asks Coulson.

"Besides Stark, dr. Banner's his favorite scientist." Coulson states.

-

Down the carrier, Peter and Bruce make their way to the labs. "So, how does a kid like you end up here?" Bruce asks Peter.

"Long story short, I was born with abilities that aren't exactly filed as normal. My parents died in a plane crash, and I was left with Coulson. My only family member left. And I've sorta been growing up inside of S.H.I.E.L.D. all my life." Peter explains to him.

"That was the short version?" Bruce asks.

"I just gotta say, I'm a big fan of your work. I read all of your books on gamma radiation and I've been following all your work. It wasn't exactly S.H.I.E.L.D. related, I just like to read and came across your work." Peter says to him.

"You understand my work?" Bruce asks Peter.

"Yeah, I've been compared to you and Stark over the years on my intellect." Peter says as they reach the labs.

"Here you are, dr. Banner. It's been nice to talk to you." He says and leaves him to work.

Peter makes it back to hear Sitwell say they spotted Loki. Peter doesn't care about Loki as much as he does Clint. Fury informs Steve that it's his time to suit up.

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	10. My bargain

—-

Later on Stark showed up to stop Loki, along with Thor. They all brought Loki in and he was placed in their most secure cell they have in the ship and they're all watching Fury and Loki talk form the cameras.

In the room, fury walks to the controls for the containment unit. "In case it's not clear. You try to escape...you so much as scratch that glass." Fury says as he opens up the carrier underneath Loki's cell."30,000ft straight down in a steel trap. You get how that works?" Fury asks as he closes the floor.

"Ant. Boot." Fury states, recalling what Loki said to him back in the base a few days back. "It's an impressive cage. Not built I think, for me." Loki says as he looks around the round, see through cage he's trapped in.

"It's meant for something a lot stronger than you." Fury states to Loki, angry at him for the deaths he's caused.

"Oh I've heard." Loki says and looks towards the camera.

In the main room, Peter Hill and the Avengers are watching their interaction. _"A mindless beast, makes plays to be a man." _Loki says and they look to Bruce who looks like he isn't phased from what Loki said. _"Or was it built for in case a freak of a child for her he were to loose control?" _Loki asks and Peter knows he must've talked to Clint to know about what he can do. _"How desperate are you? To call on such lost creatures to defend you?" _Loki asks Fury.

"_How desperate am I? You threaten my world with war, you steal a force you can't hope to control and you kill because it's fun. You've made me very desperate. You might not be glad that you did." _Fury states to him, angrily. Peter knows it takes a lot to get Fury ticked, but now he looked pissed off at Loki.

_"It burns you up to have come so close. To have the tesseract. To have true power. Unlimited power. And for what?" _Loki asks as they know he's doing this to get under Fury's skin and everyone except the Avengers know it's hard to get under his skin. _"A light for all of mankind to share. And then to be reminded what real power is." _Loki asks Fury and he's had enough of him and states to leave. "_Well, Let me know if "real power" wants a magazine or something_." Fury says on his way out and the cameras deactivate.

"He really grows on you, doesn't he?" Bruce asks the group. "Loki's gonna drag this out. So, Thor, what's his play?" Steve asks the god of thunder as he's just standing there after listening to his step brother.

"He has an army called the Chitauri. There not of Asgard or any world known. He means to lead them against your people. They will win him the earth. In return, I suspect for the tesseract." Thor explains to them. "An army from outer space?" Steve asks, confused on how he can do that.

"So he's gonna need another portal. Like the one Eric Selvig had at the base. That's probably why he took him." Peter states to the group. "Selvig?" Thor asks and Peter knows he knew Selvig from earth.

"He's an astrophysicist." Bruce explains to him. "He's a friend." Thor explains back. "Loki has him under some sort of spell. Along with one of our own." Natasha let's out.

"I wanna know why Loki let us take him. He's not leading an army from here." Steve states. "I don't think we should be focusing on Loki." Bruce says to them. "The guys brian is a bag full of cats. You can smell crazy off of him." He states.

"Have care how you speak. Loki is beyond reason, but he is of Asgard. And he's my brother." Thor says in a commanding voice. "Sir, withal due respect, he killed eighty people in two days he's been on our world." Peter explains to him and Thor goes silent for a minute. "He's adopted." He quickly states.

"I think it's about the mechanics." Bruce says as Tony and Coulson walk in. "Iridium. What do they need the iridium for?" He asks. "It's a stabilizing agent." Tony says as he's talking to Coulson and only Peter could hear what they were saying. _"I'm just saying, pick a weekend, I'll fly you and the kid to Portland. Keep love alive."_ Tony says to Coulson, and Peter thinks they're talking about Audrey Nathan, Coulson's girlfriend. She's a cellist in Portland, Peter and her have met a few times.

"It means the portal won't collapse on itself like it did at S.H.I.E.L.D." Tony says, dragging Peter out of his thoughts. "No hard feelings, point break, you have a mean swing." Tony says to Thor and goes to Fury's station. "Also, means the portal can open as wide and open as long as Loki wants it to. Uh, raise the mid-mast, ship the top sails." He tells the crew and they look to him, confused. "That man is playing GALAGA!" Tony says and they look to a man in the corner of the workplace and sees nothing on his screen. "Thought we wouldn't notice. But we did." Tony says to them and looks at Fury's controls.

"How does fury see these?" He asks them. "He just turns." Peter says to him.

"That sounds exhausting, kid." Tony states to Peter and while their backs are turned, attaches a device down on the computer. "The rest of the raw materials agent Barton could get his hands on it, pretty easily." Tony says. "The only major opponent he needs is a power source powerful enough to kickstart the whole process, then." Peter says to them.

"When did you become an expert in nuclear physics?" Hill asked him, impressed.

"I was bored last night." Peter states to them. "So I looked over the notes and I was also there with Selvig and read a lot of his work. I'm pretty sure I'm the only one how did the reading."

"Does Loki need a specific power source to get it working?" Steve asks them.

"He's got to heat the cube to a hundred and twenty million Kelvin just to break through the Coulomb barrier." Bruce explains.

"Unless, Selvig has figured out how to stabilize the quantum tunneling effect." Tony states.

"Well, if he could do that he could achieve Heavy Ion Fusion at any reactor on the planet."

"Finally, someone who speaks English."

"Is that what just happened?" Steve asks.

" It's good to meet you, Dr. Banner. You're work on anti-electron collisions is unparalleled. And I'm a huge fan of the way you lose control and turn into an enormous green rage monster." Tony says to him. Bruce doesn't know what to say to that and goes with just a simple. "Thanks."

"Dr. Banner is only here to track the cube, I was hoping you would join him." Fury says to Tony.

"Let's start with that stick of his. It may be magical, but it works like a HYDRA weapon." Steve states.

"I don't know about that. But it is powered by the cube. And I'd like to know how he used it to turn the few best men I have into his personal flying monkeys." Fury states as they're all thinking the same.

"Monkeys?" Thor asks confused. "I don't understand."

"I do!" Steve says and they look to him. "I...I understood that reference." He explains to them.

"Shall we play, Doctor?" Tony asks Bruce and they leave. Peter hears gaming and turns to see the guy actually is in fact playing GALAGA.

Later, Natasha comes to Peter with a plan to learn why exactly Loki let them capture him. As of now, Peter is waiting above Loki's cell as he turns away and waits for him to look at him.

"There's not that many people who can sneak up on me." Loki says to him.

"You were expecting someone else?" Peter asks the god of mischief.

"I was hoping for at least an adult. But I suppose a child is a nice change of pace from what Fury has threatened me with. And he hopes I'd listen and cooperate." Loki suspects.

"Buddy, trust me, I'm way worse than anything Fury can threaten you with. I'm here to figure out what you did to Clint Barton."

" I've simply freed. his mind."

"And once you've won, and your the king of the mountain, what happens to him?"

"This is sweet. Your whole world you know is at stake and you bargain for the life of one man?

"Let me just state this, you're not the first psycho who thought he was the next big bad. But I'll tell you this, you're not gonna win. We're gonna stop you and your army."

"The Green Goblin, Gwen Stacy, Norman Osborn. Barton told me everything. You're responsible for death at such a young age. With so much power and you wast it. You think saving this uncle of yours will change anything? You're nothing but a child caught in the middle of a war zone. Pathetic! You lie and you cheat, in the service of lirs and killers. You pretend to be separate, to have your own code. Something to make up for the horrors. But those deaths are a part of you. And they will never go away." Loki then slams his fist against the window and Peter backs away in fear.

"I won't touch Barton. Not until I make him kill all of his loved ones, including you! Slowly, intimately, in every way he knows you fear. Just long enough to see his good work! And when he screams, I'll split his skull!" Loki states, and Peter turns away and cries.

"That's what happens when I become _king of the mountain_, you insignificant child." Loki states as seeing how broken he made him.

"You...you're a monster." Peter states.

"No, you brought the monster."

Peter realizes what he's here for and looks to Loki without a tear even shed.

"So, Banner. That's what you're here for." Peter finally puts all of the pieces together. If Loki got himself on his enemy base, he can tear it down from the inside. Peter quickly activated his Comlink and connects to Natasha. "Loki plans to unleash the Hulk and bring our entire base down from the inside, get to the labs." He states and turns back to Loki before leaving. "Thanks for your cooperation, crazy." Peter states and leaves the room.

Later, Peter walks back into the main room and Coulson informs him that they found Stark hacking their security and learnt about Phase 2 that even he wasn't brought up on. Later on Peter's six senses start going off when an explosion goes off in the distance and Peter looks at the damage as the whole room goes into a panic.

"It was a external detonation. Number three engine's down." Hill says and walks over to Peter. "Talk to me."

"The turbine is intact, but it's gonna be impossible for us to get out there and make repairs while we're still sky high." Peter explains to her.

"If we loose one more turbine, we won't be. Someone has to go out there and patch the engine." She says to Fury.

_"Coulson, initiate Offensive lockdown and head to toe detention center armory. Parker, do what you can to fix damages from the inside and stop further damaging or sabotage." _Fury states to Peter.

"I've got it." He says to him and starts working while Coulson leaves. A while later, Fury comes back in.

"Bring the carrier to a 180, heading south!" He states to the crew.

"Navigational system isn't working, we're flying blind." The wheelman states.

"Is the sun coming up?" Fury asks. "Then put it on the left. Get us over water, one more turbine goes and we drop." He states as they get to work.

Fury is tracking Hulk and Natasha as they fight through the carrier. "Hill, Parker, we need evac on the lower levels." Fury tells them and as they're going, Peter sees a grenade. "Hill!" Peter shouts and tackles her as the grenade goes off and Fury takes down the men as they enter.

Below deck, Coulson is getting a powerful weapon from the armory Peter invented from the leftover parts of the Destroyer sent down to earth several years ago.

Back upstairs, Hill, Peter and Fury are taking down the men as they keep coming in. "Sir, the Hulk and Thor are engaged in hanger 3." A Agent tells them.

"Sir, the Hulk will tear this place apart!" Hill states. Fury them gives her the right to get rid of Hulk and they send a jet to take him off the carrier. It's been a few minutes and they're still mowing them down like they're nothing. "They're not getting through here, so what the hell?" Fury asks.

Peter's senses go off and he looks to see Clint above them with an arrow. He starts shooting a few and they explode around them. Peter knows he has a better plan than this and sees he has a arrow aimed at the controls of another turbine. Peter leaps and grabs the arrow before it could reach the controls and Fury tries shooting him and he starts escaping.

—-


	11. How it works

——————————————————————————————————————————————————————————————————-

Coulson makes his way to Loki's cell to learn he's escaped and Thor was trapped in his cell. "The humans think us immortal. Should we test that?" Loki asks Thor and moves towards the controls of the cell to drop it. Coulson makes this moment to intervene and knocks out the guard with Loki and holds up the Destroyer cannon to Loki.

"Move away please." He tells Loki and he starts moving backwards.

"You like this?" He asks holding the Destroyer cannon. "Yeah, my kid salvaged what he could from the wreckage and built this when you sent the Destroyer down. Even I don't know what it does." He starts warming up the cannon. "You wanna find out?" He asks Loki when suddenly a sphere inpales him from behind.

"NO!" Thor shouts from the cell.

Coulson looks as the Loki he was aiming at vanishes and realizes he was tricked by Loki. He falls onto the wall and falls down with the gun still on his lap. Loki moves back to the controls and drops the cell.

At the main room of the carrier, Peter was helping keeping them in the air when he feels his senses screaming at him. He questioned why for a second before he vaguely hears a scream and realizes its Thor in the cell room. The same room Coulson was going to protect, he thinks. Before he tells anyone what's wrong, he takes off to find him.

Back in the cell room, Loki drops Thor and starts to leave. "You're gonna lose." Coulson tells him as he's dying.

"Am I?" Loki asks him.

"It's in your nature." Coulson states while blood drips onto his lips.

"Your heroes are scattered. Your flying fortresses falls from the sky. Where is my disadvantage?"

"You lack conviction."

"I don't think I-" he gets cut off when the gun goes off and blast Loki across the room and into the wall.

"So that's what it does." Coulson states.

Later, Peter finally makes it to see Coulson. He sees the blood on the wall leading to Coulson and sees he has the Destroyer. Getting out of his thoughts, he runs over to Coulson as Fury enters the room.

"I'm sorry, guys. The guy rabbited." Coulson says to them.

"Just stay awake. Eyes on me." Fury tells Coulson.

"No, I'm clocking out." Coulson tells them.

"Not an option, Coulson." Fury tells him.

"Uncle C. You're gonna be okay...you gotta be okay." Peter says while a tear goes down his cheek at seeing the last member of his family die.

"It's okay, kid. You're gonna do great things. You're parents would be proud. This was never gonna work. Unless they had something..."

Peter listens as once again he listens to the last heartbeat of a loved one.

"Agent Coulson is down." Fury said into the communications.

_"Medical team is on the way." _Someone says back to them.

"They're here. They confirmed it." Fury says as he sees Peter break down entirely.

Later on Fury has Steve and Tony at the table since Bruce is gone, Thor is who knows we're and Natasha is with Clint after she fought him and apparently broke him out of the trance Loki put him in. Peter has retreated to his quarters and hasn't left since.

Fury has Coulson's Captain America trading cards in his hands. "These were in Coulson's jacket. Guess he never got you to sign them." He says and tosses the cards to Steve and sees that they're slightly covered in his blood.

"Were dead in the air up here. Our communications, location of the cube, Thor. I've got nothing for you. I lost my one good eye. Maybe I had that coming. But he didn't. Neither did the person he cared about. Yes, we were going to build an arsenal with the tesseract. But I never put all of my cards on that because I was playing a different hand. There was an idea, Stark knows this, called the Avengers initiative. The idea was to bring together a group of remarkably amazing people. See if they could work together when we need them to. And fight the battles that we never could. Phil Coulson died still believing in that idea. In heroes."

Stark gets up and leaves the room. "Well, it's an old fashioned notion." Fury states to Steve.

Afterwards, Peter goes to Fury to ask him about Coulson's collectors cards that he has in his hands as of this moment. "Sir, those cards. Coulson always left them in his locker, they weren't in his jacket at all today." He states to Fury.

"They needed the push." Fury explains to him.

Peter looks out the window to see Stark flying off with a Quinjet behind him.

"They've found it. Get our communications back up. Whatever you have to break, I know you can do it." Fury states and Peter goes to do just that.

Later on, Hill decides to check on Peter after the Avengers left to bring Loki into custody after their fight. They made a story up on how they faked Coulson's death and he was now on his way to be checked on at the HUB before being sent off to Tahiti for a deserved vacation. She wasn't gonna explain how he really is dead and they're sending him to a secret base to be brought to the TAHITI project to bring him back to life.

She walks into his room and sees him and he seems better than last she saw. "You doing okay, kid?" She asks him.

"Didn't like being played like that, you know." He states to her regarding the lie of Coulson's death, since he didn't know the truth.

"We know we should've told you, but we didn't think you'd let him go through with it. We needed the team to start working together and the only thing we could do was give them a common enemy to fight. Coulson's on his way to Tahiti now, though. Asked that someone keeps their eyes on you while he's away." She explains and remembers why she's here. "Also, Fury wants to see you."

"You know what for?" Peter asks.

"He Just said to send you to meet him at the Triskellion."

Peter just lands at the Triskellion and finds Fury. "You wanted to see me, Director?" He asks Fury.

"Yes, I understand that we should've told you the plan for Coulson, but I learn you're over it." Fury says to him.

"More or less."

"Well, before all of the stuff with the Avengers started, I was planning on introducing you to someone I met before NASA. And I thought it might help keep your mind off Coulson until he returns." Fury explains to him as they walk down the halls to his office.

Peter enters to see someone waiting for them and he realizes it's a she waiting for them. She seems to be about the same age as Peter. The differences being she has long dark hair, her skins a light darker color, and she's wearing what seems to be an all white suit with a mask in her hands.

"Agent Parker, meet Ava Ayala. The White Tiger. Ava Ayala, meet Peter Parker, Agent S." Fury says, introducing them to each other. Peter walks up to Ava and shakes her hand.

"I gotta say, I've been a fan of you ever since you took down Norman Osborn in New York." Ava tells Peter. "I've been following you for a while."

"Thanks...I think. Did you say White Tiger? I thought that was a myth." Peter asks Fury.

"Sometimes myths are a reality. Thought she could use some training from my best agent." Fury explains to him.

"Wait, me? What do you mean, me? I'm your best agent?"

"The best I could get that could show her the ropes around here with Romanoff and Barton stuck with cleanup. Besides, thought It'd be good for you to have a friend around here. That isn't Fitz or Simmons."

"Wow, Fury, that was almost a compliment."

"I thought with Coulson gone, you could help her fit in around here. What do you say?"

"Well...let's see what you've got." Peter states and leave Fury's Office.

Hill moves in after they leave. "You still think we shouldn't tell him?" Hill asks Fury.

"It's better he doesn't know the truth." He states to her.

"And the real reason why you brought her here. We both know you've have something in mind ever since you learnt he had powers. This doesn't have anything to do with _Project_ _S.A. _you started, is it?"

Project S.A. is a code name Fury gave out to find other enhanced people like Peter and have them join S.H.I.E.L.D. for a team name. Or the _Secret Avengers _as the project name explains.

"No, it has nothing to do with that." Nick lies to her as that is his intention. To build a team of enhanced separate from the spotlighted Avengers meant for secret missions for S.H.I.E.L.D.

But for now, he's going to see how this goes.

——————————————————————————————————————————————————————————————————-


	12. Great power

**_Happy thanksgiving to everyone. Here's a chapter to celebrate _**

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_"The secret is out. For decades, your organization stayed in the shadows, hiding the truth. But now we know. They're amongst us. Heroes...and monsters. The world is full of wonders. We can't explain everything we see. But our eyes are open. So what now? There are no more shadows for you to hide in. Something impossible has happened. What are you going to do about it?"_

That voice was a new post from a group of hackers amongst the world known only as the Rising Tide. Peter has been assigned to trying to track them as a side mission from Fury. His main concern is training his new apprentice from a few months ago, you'd recognize her as Ava Ayala. It's been a few months since the Battle of New York and Ava has become a fast learner. She's no means close to Peter good, but she's around average agent status that Fury allows her on missions. Peter has given her the rest of the day off of training so he could focus on the Rising Tide and stop them from learning any bigger secrets than they already have.

They're recent activity has put Agent Grant Ward's mission in jeopardy, but that same recent activity also might've given away one of their contacts. He decides to brief Hill on his discovery before Ward returns.

-

"What does S.H.I.E.L.D. stand for, Agent Ward?" Hill asks Grant.

"Strategic Homeland, Intervention, Enforcement, And Logistics Division." Ward tells her.

"And what does that mean to you?" She asks him.

"It means someone really wanted our initials to spell out "shield." He states as a joke to her and she doesn't look amused. Probably because Peter said that joke to her before.

"It means we're the line...between the world and the much weirder world. We protect people from the news they aren't ready to hear. And when we can't do that, we keep them safe." Ward states to her and pulls a device from his pocket.

"Something turns up...like this Chitauri neural link..." he tosses it across the table to Hill and she takes it, "we get to it before someone bad does." Ward says finishing his statement. Hill hands the link to Peter and he places it in a box with a Agent ready to take it to the slingshot project.

"Any idea who Vanchat was planing to sell it to?" Hill asks Ward.

"I'm more interested in how this Rising Tide group found out about it." Ward states. "I thought they were just hackers. What changed?"

"Everything's changing. A little while ago people went to sleep thinking the craziest thing in the world was a billionaire in a flying metal suit. Then aliens fell down on New York and were beaten back by, among others, a giant green monster, a costumed hero from the 40's, and a god." Hill explains the six Avengers to Ward as Peter wonders why she left out Natasha and Clint.

"I don't think Thor's technically a god." Ward states and Peter was thinking the same thing.

"Well, you just haven't been near his arms." Hill states as she drifts off and Peter looks at her, creeped out by that statement. "The Battle of New York was the end of the world. This, now, is the new world. People are different. They have access to tech, formulas, secrets they're not ready for."

"Why was I pulled out of Paris?" Ward asks them.

"That, you'll have to talk to Agent Coulson for." Peter states to him.

"Uh, Yeah, kid, I'm clearance level 6. I know that...Agent Coulson was killed in action before the Battle of New York. Got the full report." Ward states when Coulson emerges from the dark corner of the room.

"Welcome to level 7." Coulson says as Ward stands up in shock in seeing him.

"Sorry, that corner was really dark, and I couldn't help myself. I think there might be a bulb out." Coulson states to them and Peter rolls his eyes at his uncle.

-

They're on their way to the main room of the HUB while Ward processes the new information. "Director Fury faked your death...to motivate the Avengers." Ward states as they leave the elevator.

"Well, the death of a common ally is a particularly effective team builder." Hill explains to him.

They get their I.D's scanned and are allowed access to secure location.

"Plus, it wasn't much of a stretch. I stopped breathing for about 40 seconds to convince even Agent S' senses." Coulson states. "Try saying that 3 times fast."

"Eight, it gets longer every time you tell it." Hill says back

"Well, you get shanked by the Asgardian Mussolini, you can tell it your way." Coulson interjected. "I was looking at the big white light, and it felt like a lot longer than eight seconds."

"Do they know? The Avengers That Fury played them?" Ward asked them.

"They're not level 7." Hill informs Ward.

"I got out of the I.C.U., Fury stuck me in a grass shack in Tahiti. Rough gig. Mai tais, Travis McGee novels, and a physical therapist whose command of English was...irrelevant." Coulson explains.

"But something put you back in the game." Ward says as they enter the main room and its playing footage of an enhanced saving a woman's life from a burning building.

"What's that?" Ward asks, seeing the footage.

"That's a superhero, Agent Ward." Coulson says.

"An unregistered gifted. Identity unknown." Hill says and pulls up the Rising Tide's footage and voices.

"Another little present from the Rising Tide." Coulson says to him.

"How are they getting this stuff before us?" Ward asks them.

"Same way they cracked our RSA implementation. They're good. But we've got better." Coulson states about Peter being able to pinpoint one of them.

"Agent Coulson has requisitioned a mobile command unit, to which you are assigned." Hill says to Ward.

"Rising Tide is trying to draw us out. I think it's time they succeed." Coulson says, walking up to Ward with a file in hand.

"And you want me to cross them off?" Ward asks him.

"Wow. No. I want to use them to get to _him._" Coulson says regarding the new enhanced. "This man's world is about to get really weird. He's gonna need some help."

"I'm sorry. I was trained from day one as a specialist. I go in alone, I get it done. Defusing a nuclear bomb, I'm your guy. A welcoming committee? It's not my speed." Ward explains.

"I know it's not what you want. Agent hill did a very detailed assessment of your last three missions." Coulson says as he opens up Ward's file he has on him. "Combat, top grades. Espionage, she gave you almost the same markings as Agent S. Under people skills, she drew...what I think is a poop with spikes sticking out. Again, almost the same as she did with Agent S a few years back. That's still bad, right?" He asks Ward as Hill looks annoyed.

"And given your family history, I'm surprised it's not worse." Coulson says, regarding Ward's bad relationships with his family. "But...I think your the guy for the job. And if I'm wrong, you go right back to your bombs."

The doctor that was looking over Peter, Ava and the rest of the team comes in with the results. "Team's approved. Physicals are all fine. Agent S and Agent Ayala are fit and are fit and ready for combat. A little too eager if I might add. Fitz-Simmons however aren't cleared for combat. I'm told that won't be an issue. Agent Ward here..he's almost as fit as S." He explains to them.

"That's an issue. That should be an issue." Ward states. "Maybe I can't join the team because-" "God, are you dismissed." Hill tells him, annoyed and leaves the room.

"It was a porcupine . It wasn't a poop." Hill states to Coulson.

"No, I'm pretty sure." Coulson states looking back in the file.

"And it's not just Ward. Your whole roster is sketchy." Hill explains her disbelief.

"Even Peter and Ava? Peter's been born into this life and already took down Norman Osborn a year ago. Ava has been training with Peter for the past few months and has been getting better. Besides, they're cleared." Coulson tells her.

"I would have been happy not to clear you, Phil." The doctor tells Coulson. "I'd love for you to rest up some more."

"I've had plenty of that. Thanks." Coulson states to him.

"You sure?" Hill asks him.

"You should go sometime. Tahiti. It's a magical place." He tells her.

"Three days there, I'd be begging to watch over Peter for the weekend." Hill states.

"Exactly." Coulson says and leaves to join the others.

"Tahiti. He really doesn't know, does he?" The doctor asks Hill.

"He and Peter could never know the truth. If one knows, the other is quick to discover what it is." Hill states to him regarding the TAHITI project.

-

Peter makes his way to a desk area and find who he's looking for. "Agent May." He says to her.

"No." She states.

"So he already briefed you, I guess." Peter states.

"I'm not getting back in the field, Peter."

"Yeah. It seems like you've got a pretty good set up here." Peter mocks looking at how quiet and boring desktop work is. "I mean, '_join S.H.I.E.L.D., have the chance to help save the lives of millions, of that doesn't suit you, there's a desk with your name on it.' _Look, all we need you to drive the Bus, that's all. This isn't a combat op." Peter explains to her.

"Then why are you going?"

"Someone's gotta look after Coulson and wanted to see his Ava acts after her training."

"Come on. A job where your in charge. We'll be taking the shots, making the calls. No red tape. Speaking of which, isn't this where that _make_ the red tape, isn't it?"

"Your both just asking me to drive the Bus?"

"What else would I want? Or Coulson? Besides, he's not asking. And it's a really nice Bus." He states as he leaves to find Coulson.

——————————————————————————————————————————————————————————————————

**It's a magical place.**


	13. Great responsibility

—

Ward goes to a hanger and sees a massive cargo plane they call the Bus and enters to see Fitz-Simmons arguing over their equipment.

"Whoa, Whoa! Watch it! That's the Night-Night gun." Fitz states to Simmons.

"Well, it's on my stuff, and it doesn't work, and there's no way we're calling it the Night-Night gun." Simmons states to him.

"Why not something like, the _Sleeper_?" Ava asks. "That sounds like a weapon to be feared."

"Come on, Ava. They're non lethal, heavy stopping power, break up under the subcutaneous tissue." Fitz informs her.

"Oh, with a dose of only .1 microlithers of dendrotoxin." Simmons tells him. "I'm not Hermione. I can't create instant paralysis with that."

"You sound like Hermione at times." Ava jokes as she comes down the stairs and sees Ward and hears Fitz-Simmons overlapping each other and Ward drops his bag that gets their attention.

"Fitz-Simmons?" Ward asks the scientists.

"Fitz." Simmons says pointing to him.

"Simmons." Fitz says pointing to her. "I'm engineering. She's biochem." Fitz explains the pair.

"Agent Ward, right?" Ava asks him and he nods.

"You're Agent Ayala?" Ward asks surprised.

"Yeah, I get it a lot." Ava states seeing his confused face.

"Coulson said I'd need my comm reciever encoded." Ward says and hands it to them. "Don't know if you've worked with that model before." Ward says as Fitz just smashes the device.

"It's...new." Ward says seeing what he did.

"Hell repurpose the I.D.I.S. chip." Ava says. "Whatever that it, he did the same to all of ours." She explains to him.

"Don't need the external reciever for the inner-ear comms anymore." Fitz explains and gets to work on it as Simmons gets a sample of his saliva.

"Embedded sensorineural silicone matched to your DNA." Simmons explains. "It's very posh. So, you excited to be coming on our journey into mystery?" Simmons asks Ward.

"It's like Christmas." Ward says dryly and Ava can see he's not a fun guy and gets bummed out by him when she hears a car driving up and turns to see the infamous Coulson's Lola car driving next to the S.H.I.E.L.D. Jeep. She gets excited when she sees Peter in the passenger seat as Coulson and him get out.

"One of Coulson's old S.H.I.E.L.D. collectibles." Fitz says. "Flamethrowers, world's first GPS. He and Peter are mad for this crap." He explains as one of S.H.I.E.L.D.'s me walk up to the car.

"Don't touch Lola." Peter warns him and he doesn't and leaves.

"And he calls it a girls name." Fitz says happy to see Peter after everything since they haven't talked since the NASA base destruction. Coulson and Ward move upwards to the main part of the plane as Peter joins Fitz-Simmons in the lab.

"Lola's not just a collectible, you know. People tend To confuse the words _new _and _improved_." Coulson explains as they make to the main living space of the plane. "This mobile command, they were in heavy rotation back in the '90s, then we got a Helicarrier. Hey, did you hear the one about the guy who's afraid of flying?" Coulson asks trying out a joke.

"I've done a night jump into a drop zone under heavy fire, sir. I can handle it." Ward says not realizes what he was trying to do.

"It..That was a..joke. The first part of a...I'm not gonna say it now." Coulson states as Melinda May approaches them.

"If you plan to unpack, make it quick. Wheels are up in five. Peter's algorithm might've have finally got a hit on the Rising Tode"s routing points." She says and leaves.

"Was that...who I think it is?" Ward asks seeing May.

"She's just the pilot." Coulson explains.

"Agent May is just the pilot?" He asks Coulson. "And that wouldn't have to be Agent S downstairs, was it?" He asks surprised to see two of S.H.I.E.L.D's deadliest agents in the same place.

"What game ar egos really playing?" Ward asks.

"Better stow your gear." Coulson says ignoring the question as the Bus gets ready for take off as Peter intercepted another Rising Tide message.

_"How will you come at us? From the air? From the ground? How will you silence us this time? How can you?" _The message keeps going and they get a location on the signal.

In an parked van, Skye, a member of a Rising Tide, is sending out the message Peter is tracking. "The truth is in the wind. It's everywhere. You cannot stop the Rising Tide. You will not find us. You will never see our faces. But rest assured, we will rise against those who shield us from the truth. And nothing, nothing can stop us in the-" she gets interrupted when her door opens revealing Coulson and Ward.

"Hey, what up?" Skye says shyly as they place a sack over her head.

Later they bring her into the Bus and into the interrogation room and remove the sack.

"You guys are making a big mistake." Skye tells them.

"Really? You don't look that big." Ward states.

"Sorry for the lack of finesse. Agent Ward here has had a little history with your group, the Rising Tide." Coulson explains.

"I don't know what you're talking about." Skye says trying to cover for herself.

"Okay, there's are two ways this pans out." Ward states to Skye.

"Oh, is one of them the easy way?" She asks confidently.

"No." Ward says coldly.

"Oh." Skye understands.

"What's your name?" Coulson asks.

"Skye." She answers.

"What's your _real_ name?" Ward asks, not believing her.

"We'll get to to that later. Right now there's another name we need a certain hero." Coulson says.

"What makes you think I know that?" Skye asks him.

"Well, you made a little mistake." Coulson says as he pulls out a file. "The phone you filmed the hooded hero with had the same cryptographic signature as a few of the Rising Tide posts."

"Yeah, was that a mistake or am I now sitting in the center of your secret headquarters?" Skye asks them and looks around the room. "What is this place? A sort of plane?" She asks. "I got inside. And by now, you discovered you can't beat the encryption on my laptop, so you've got nothing."

"We have a fairly strong coincidence, you being on the scene right before it went up in flames." Coulson says and shows the site in the files. "Want to tell me what my team is gonna fond out?"

At the site, Ava, Fitz-Simmons and May exitthe van and see where the hooded hero leaped from and they go inside to investigate the cause of the explosion.

"How did you know the hooded man was in the building?"

"Did you blow it up to draw him out?" Ward asks her.

"Did _you_?" Skye asks them.

"That's not our style." Coulson explains.

"I was kidnapped by your style. S.H.I.E.L.D. covered up New Mexico, Project Pegasus. Of course you'd be covering up Centipede." Skye states and noticed they're confused faces to the last one.

"Holy, no way. You don't know what that is. Billions of dollars wasted on equipment at your disposal, and I best you with a laptop I won in a bet?" She asks

"You need to think about your friend. We're not the only ones interested in people with powers." Coulson explains, as he and Fury are even to this day looking into Richard and Mary's killers since they were never caught. "We'd like to contain him, Yeah. But the other guy just might just want to exploit him, and the other guy after that might want to dissect him."

"What is Centipede?" Ward asks getting into her face.

Back at the site, the team is searching for anything useful.

"This was a lab." Simmons pieces together from what she's found. "Was this leased as a lab?" She asks May.

"Self-empowerment center." May explains. "With a top-of-the-line motion sensor security system."

"So, a top secret lab?" Ava translates from secret agent to normal.

"And a superhero. It can't just be a coincidence. So was the explosion sabotage or was it for the masked hero?" Ava asks the scientists.

"Or maybe they were just over their heads." May states.

"We're working that problem out now." Fitz says as he opens a case filled with miniaturized drones.

"If you're gonna be in the field, Agent Fitz, you have to get your hands dirty ." May informs him.

"No, I don't." Fitz says as the drones come alive and fly off. "Heigh-ho, off to work you go." He says as they start scanning everything in the environment.

"Centipede, it was chattered in the web and then vanished." Skye explains. "I traced the access-point MAC address to that building."

"What were you after?" Ward asks her.

"The truth. What are you after?" She asks back.

"World peace." He states. "You pseudo-anarchist hacker types love to stir things up. But you're never around for the fallout. People keep secrets for a reason, Skye." Ward informs her.

"Well, just because you're reasonable and...firm, doesn't mean you're not an evil, faceless government tool bag." Skye says as Ward gets up to her and she sees he towers over her.

"Just give us your guys name." Ward commands.

"He's not my guy!" Skye states.

"You understand he could be in danger right now." Coulson states.

"Then let me go. Let me talk to him alone, not the T-1000 here." She states and she swears she heard someone laughing outside the room.

"You want to be alone with him. Of course. She's a groupie." Ward says to Coulson. "All this hacking into S.H.I.E.L.D., tracking powers. She might as well be one of those sweaty cosplay girls crowding outside Stark tower."

"What?! I would...it was one time." Skye states.

Coulson calls Ward out of the room to talk.

"Is it the girl?" He asks her. "She getting under your skin or is it the assignment? Are you so anxious to get out of this assignment that you'd deliberately blow an interrogation?"

"Sir, give me a minute alone with her, you'll have your answers." Ward states as Peter walks into the computer room with them.

"Wow, that your answer for everything?" Peter asks him.

"She's an asset." Coulson states as he takes something from a container.

"She's such an...asset?" Ward asks completely confused.

"We know nothing about her." Peter explains as he shows that he found nothing about her anywhere in S.H.I.E.L.D.s database.

"Do you appreciate how often that happens? That never happens." Coulson states as he opens the case and shows a syringe with something inside it.

"We need what she knows, and that's when you come in, S." Coulson says to Peter and hands him the syringe.

"I'll get answers. I just hate doing this." Peter states.

"By the way, did you seriously have to laugh at the T-1000 joke?" Coulson asks Peter.

"It was too good not too." Peter explains and walks towards the room.

—-—


	14. The tide is rising

——————————————————————————————————————————————————————————————————

Back at the lab, Ava watches as the drones doing all of the work for them. "See, we designed each with their own capabilities, so some are recording the dimensions and textures of the room, some testing the matter density, radiation. I mean, one of them are basically just smelling." Simmons states as Fitz gets something.

"Oh, it looks like I've got something in something." He says.

"Who's got it?" Simmons asks him.

"_Bashful_." Fitz states while pointing at one of the drones as Ava walks over and finds a damaged security camera.

"It's a surveillance camera. And it looks like it was deep fried with a order with fires." She states seeing it.

"Yes, but that model has flash memory in case of blowouts." Fitz says waking over to her. "Now, I could sync that with data from the motion detectors, and with a little luck, get some images from before the blast."

"Yeah, I'm gonna need to get used to your science-y talk." Ava states to him since she didn't understand a word he just said.

"_Snow_'s readingsome compounds that are..." Simmons says and stops when she sees something.

"Is it explosive?" May asks her.

Simmons picks up a compound that is damaged from the explosion.

"Not of this earth." Simmons explains.

-

Back on the Bus, Peter is giving it a shot to talking with Skye. "Okay, let's get the obvious out of the way, I'm Peter Parker. I'm the guy who tracked you down. You should be happy, took me a complete hour to trace it. Also, I'm an agent of S.H.I.E.L.D., and this," He holds up the syringe, "is a little something I call QNB-T16. It's the top-shelf martini of sodium Pentothal derivatives. Brand new and extremely potent truth drug. The effects only last about an hour than get stuck in a long nap." Peter explains and sees her get tensed up and he ejected it into himself.

"Wow. Okay, that didn't hurt. I'm sorry, that was a lie. It did hurt, my skin is almost impenetrable, except for anything that could kill me, sadly, making it almost useless. But I mask my pain when I'm around others I don't know since they'll see me as the rest of the world does, like some kid who doesn't know what he's doing." Peter states and Skye looks in shock at what he's saying. "My god! This stuff gets faster the more they fix it." Peter states to her.

"They also said for you to ask me whatever you want since you don't trust us." He explains to her and she smiles. "Just remember I'm not revealing classified information to you so you could destroy my only home."

"Have you ever killed anyone?" Skye asks, interrupting him as he seems to space out for a second. "In my years of being an agent...I got only one person killed. It was an accident, I was trying to stop a psycho billionaire from terrorizing people. It was almost half a year ago and I still haven't gotten over it." He states to her,

"And what about your family? They know what you're doing?" Skye asks him.

"My only family left is Coulson. Except for a aunt who has Alzheimer's who barley remembers me every time we talk. From what I was able to put together, the rest of my family was hunted to get to me. Because of what you're doing. Some how word got out of my powers and they stopped at nothing until I became the last Parker. What do you have to say about that, Skye?" He asks her angry and she realizes she's putting innocent people like him in trouble.

-

At the factory, Mike Peterson, the enhanced they are after is trying to get his job back for his son, and it isn't going well.

"My hands are tied, Mike. It's company policy." The Forman explains to him why he was fired. "You didn't meet quota, I had to let you go."

"Gary, look, I got no choice. It's just me and my boy now." Mike explains and is being forced to beginning.

"There's no openings, Mike. And even if there were, I've got a hundred guys standing in like that are just like you, only they won't start bitching when their back hurts." Forman explains.

"I was injured, but I'm stronger now. I can handle twice the load I used to."

"What are you not hearing? You don't cut it. When I say I need things moved, I expect them to be." He states and Mike shoves the equipment he stated needing to be moved and shoves it across the room.

"Like that?" Mike asks him

"Are you out of your mind?!" Gary screams as mike throws him.

"These are people, Gary. Men! Not parts you replace when they break!" Mike states as he breaks another component.

"It's not me, it's the company. I'm not the bad guy!" Gary states to him.

"Yes, you are." Mike realizes. "It's simply now, just like we used to read about. You're the bad guy. And I'm the hero." He states and swings the compound.

-

Later, Peter is knocked out cold on the table and Skye is talking to Coulson. "So, What did he say?" Coulson asks Skye.

"He stated that he lost his parents, and all of his family members due to some unknown people, he's been to the most exotic places in the world and you're his last family member, he's been training a rookie agent for the last few months, and bluntly states he wishes you stayed in Tahiti a little longer." She lists everything Peter said to her.

"It's a magical place." Coulson states about Tahiti.

"I think I'm liking the way you guys work." Skye says.

"What about his?" Coulson asks and shows the news report on the enhanced man.

"He remains in critical condition." The reporter states and shows the footage of man attacking the owner of his workplace. "Employees couldn't identify the attacker, but security footage confirms that this man assuaged the factory foreman before damaging thousands of dollars worth of company equipment."

"This..this is not the man I met. He was...he just needs a break." Skye shares.

"Then give him one." Coulson states as Skye hands him his ID card she swiped from him earlier.

-

Coulson calls the rest of the team back and shares the information. "Meet Michael Peterson, factory worker, married, one kid. Gets injured, gets laid off, wife jumps ship. Good guy, bad breaks." Coulson says to the group. "Best guess is, somebody told him they could make him strong again, make him super."

"Who has the technology to do that?" Ava asks.

"And more importantly, why would they want to?" May asks.

"Fitz, what do we have from the security footage before the blast?" Coulson asks.

Fitz shows the footage he got and all they see is a man arguing with someone in a lab coat.

"What are we seeing?" Ward asks him, confused at what he's seeing.

"Well, the man is angry at the other man." Fitz states the obvious.

"The data is very corrupt." Simmons explains.

"Yeah, like Cold War Russia corrupt." Fitz jokes. "I can't sync the time code."

"What if you had the audio?" Skye asks him. "I was running surveillance on the lab. I had my shotgun mic pointed at the window before the blast. I have the digital files in my van. I couldn't get the background noise out, but..."

"You could clean that up, can't you?" Simmons asks Fitz understanding her. "Find a sync point and use cross-field validation."

"But I can't scrub for expression patterns." Fitz says and they start overlapping each other again and come to an agreement.

"We could use it." "That would be helpful." They state.

"Your vans here. You were right, not even Peter could decrypt the files. He said he was getting close before I sent him to you." Coulson states.

"The encryption 's coupled to the GPS. Get my van back to the alley, I'm in business." Skye explains.

"Agent May will escort you. Agent Ayala, go wake your commanding officer." Coulson tells them and they do as he says.

-

Skye is in her van and is sending the files to the Bus. "Audio file should be coming through. It's not compressed so it should take a minute." Skye says through her phone.

-

Back at the Bus, Fitz gets it on his computer. "Yeah, I'm getting it." He says as it comes onto his computer. "So, when you get back, I'll show you my thing. _A_ thing, it's not...it's my hardware. My equipment!" Fitz states trying to correct himself. "Just...hang up." He says and does so.

"So the alien metal wasn't the explosion?" Ward asks Simmons as she examine it.

"Well, I assumed from the break pattern and dispersion that it _was_, but it's just dripping with gamma radiation." Simmons explains as she cracks it open and some type of fluid comes spewing out.

"Now it's actually dripping!" Simmons says happily as Peter walks in with Ava.

"So, What did I get us?" Peter asks Coulson.

"Skye's sending us the rest of her decrypted files on Centipede. But we have her audio. I've loaded it up." Fitz fills him in and keeps working.

"Nice work." Coulson comments to him and Peter smiles back.

"Now, using motion estimation, Bayesian interference, a beam splitter, and a little diffraction theory, our mystery man...appears." Fitz says as a hologram projection of the footage appears.

"The explosives in the case?" Ward asks seeing one of the men have a suitcase and Fitz plays the footage.

_"Please calm down. Just let me check your vitals."_ _The doctor tells the man. _

_"I feel fine. I want to feel more." The second guy says and he sounds a little out of it. "Where's the doctor? Where is she?!" He screams._

_"If you don't settle down, I'll have you sedated." The doctor states to him._

_"Where is she?!" He screams and smashes a chair. _They freeze the footage at that time.

"Wait, Fitz, did you see that on his arm?" Peter asks him.

"Yeah, I saw it, too, just hold on." Fitz says and rewinds it and they see something attached to his hand.

"What does that look like?" Coulson asks.

"A centipede." Ward states seeing it.

"A centipede attached to his arm?" Ava asked confused by it.

"It's a intravenous filter for his blood." Simmons explains to Ava. "This goo is very similar to the serum Dr. Erksin developed in the '40s for the super soldiers project. And I also ran some tests, I'm reading alien metal, gamma radiation, even the serum Norman Osborn used to turn himself into the Green Goblin. Every known source of superpowers thrown into a blender.

"We need to see the origin of the blast." Coulson tells Fitz.

"Just play it on rewind, Fitz. It should be easier." Peter tells him.

-

With Skye, she takes one of her memory chips and hides it on her. "That should do it." Skye tells May and closes her computer.

"Let's head back." May says when she gets ambushed by Mike and he throws her away.

"Mike, what are you doing?" Skye asks him

"Saving you. From the scary men in dark suits. And you're gonna he'll save us." Mike tells her and she sees he brought his son with him and they get in the van.

"Don't cry. Okay? Stay strong for me, Ace." Mike tells his son as he closes the doors.

"What are we?" Mike asks his son.

"We're a team." Ace answers.

"That's right." Mike says as they drive off.

-

Back on the Bus, they watch the explosion in reverse and see the origin came from the man himself.

They watch as he gets reassembled and watches as his skin is breaking apart and Peter recognizes it.

"Isn't that what Aldrich Killian was doing with EXTREMIS?" Peter asks Coulson.

"New and completely unstable." Coulson states.

"Poor man didn't bring an explosive, he became an explosive." Ava says.

"And Mike has the America's stuff in his system." Simmons states.

"And judging by his strength, I'd say he has more than he did." Ward says.

"So any minute now, Mike is gonna go nuclear?" Peter asks.

"He'll take out anyone in a two block radius." Simmons states.

"Well, you wanted a bomb, Ward." Coulson tells him.

They begin to get ready to stop him as Fitz-Simmons find a solution.

"Sir, he didn't explode because he was angry. The two are connected. It's kind of a chemical surge. But if you calm him down, he'll get a minute at best. He will detonate within the next few hours." Simmons explains.

"You have a solution to stop it?" Coulson asks them.

"Isolate him, get him away from people."

"Or?" Coulson asks.

"Put a bullet in his brain." Fitz says.

"If he's dead, this irradiated metabolic process will stop." Simmons explains and Coulson looks to Peter and sees his sad expression on his face and Coulson is the only one who understands why he's like that.

"You need to come up with a third option. One that doesn't involve Mike's son loosing a father." Coulson states to them.

"We have a couple of hours at best, sir. There's no way we could possibly-"

"Don't ever tell me there's no way! It's on you. Get it done." Coulson tells them and sees Ward has a long raged shooter gun when he gets a call from May.

"May, why's the problem?" Coulson asks her.

"_He took Skye._" May tells them.

"You all right?" Peter asks her.

"_We'll deal with that later, at length._" May states. "_Right now, we need to figure out where they went._"

-

Skye And Mike are currently at the union station in her van deleting Mike's information from everywhere.

"How long is this gonna take?" Mike asks her.

"This is top speed. Trust me. It's not like I'm deleting s Facebook page. I'm bypassing the license bureau's A.E.S. Protected data stream. So chill" She states to him as she continues to do so.

"How do I know you can really do this?" Mike asks her.

"Because I've done it before." She tells him as she finishes deleting everything.

-

Back on the Bus, Fitz-Simmons are working on multiple ways to stop Mike from exploding and they're all failing.

"No, no, no!" Fitz yells as he runs more simulations.

"Just pretend it's an exam." Jemma tries helping him out as she works on her angle.

"Exam, Okay. Don't want an _F_. Because an _F_ equals a massacre." He states as something appears on his computer. Peter looks at it and immediately understands what it is.

"What is this nonsense? Why are you making nonsense?!" Jemma asks Fitz as Peter runs to find Coulson.

"This isn't me! It's noise. Someone's hacking our secure channel." Fitz tells Simmons.

"It's longitude and latitude." Peter explains as he and Coulson walk past.

"Mike took Skye. She's telling us where." He explais and they place the coordinates in and follow it as Ava goes with them.

-

Back at the station, Skye is hoping they got the message as Mike starts sweating and heating up.

"We'll take the nice lady with us." Mike tells Ace. "We-we can't go to the airport, so we'll take a train. And there, she'll help us start over, make a new life, a better life, like I always said."

Outside the van, the team arrives and Peter is completely covered in his uniform.

"Look at this place. You're gonna risk thousands of lives over some nobody?" Ward asks Coulson as Peter and Ava stand on either side of the two of them.

"Nobody's nobody, Ward." Coulson states as they go to the van.

"Fitz-Simmons will think of something." Peter replies as Coulson pulls out a megaphone.

"Mr. Peterson, good morning." Coulson says to the van as people walk around them. "We're not a threat. We're here to help. But you're in danger, and we need to take you in." They give him a second when Peter's senses go off and he grabs Coulson and drop to the floor. Mike takes Ace and Skye and go inside of the station.

"Okay, plan, I'll talk him down, give Fitz-Simmons time, Ava you and Coulson get the people evacuated." Peter tells them as they get back up.

"Sounds like a plan." Coulson says as he gets back up.

"Why is he suddenly calling the shots?" Ward asks.

"You gut a better plan that doesn't involve putting a bullet in his head?" Peter asks and moves to find them.

-

Inside the station, Mike is dragging Skye and Ace through and Skye is looking for away out when she spots a group of guys walking their way and she kicks one of them between the legs. "You're right. He is a little bitch." She says to Mike and his friends start ganging up on Mike and he starts fighting them and Skye and Ace run off.

"Ace!" Mike calls his son as one of the men hit him with a metal bar and Mike throws him. Peter looks to see the man going flying across the station.

-

Outside, Ava sees people in a police car exiting with a gun and is confused why they're doing that when they stated nobody was to enter.

"Where are you going?" Ava asks herself as she follows the man around back.

-

Inside, Peter located Ace. "Hey, get him out of here." Peter says as an agent follows him.

"I want my daddy." Ace tells Peter.

"I promise, I'll make sure he's safe." Peter tells Ace as he puts on his mask and goes after Mike.

With Mike, he's looking for Ace when Ward comes up behind him and kicks his leg and puts him into a chokehold. "Listen, the stuff inside you is unstable. It'll kill you and everyone here!" He tries explaining the situation to Mike.

"Who's gonna miss us?" Mike asks and grabs Ward and throws him over his head. Mike spits Skye trying to get out the locked doors as the officer with the gun comes in and Mike comes flying in and the man aims at Mike. Before he could shoot him, Ava comes in and uses her claws gloves to take him down.

"We told them to hold fire." Ward states as he makes it to Ava.

"I don't think he's with us." Coulson replies to him. "Peter, May, we might have a third party here. He's gonna head down to the tracks. Only take the shot if you have to, Ward." Coulson states to Ward as he walks away to be ready.

Upstairs, Mike has Skye and are looking for Ace.

"You gotta stop!" Skye states to him. "These people can help you." She explains to him.

"The men in suits? They're your buddies now?" He asks her. "Where did they take my son?!" He asks and looks down below the railing and can't see anyone. Behind him, the second officer comes up and aims at Mike and shoots and misses.

"Get down!" Mike warns Skye and moves her as he gets shot and goes flying over the railing. Skye gets up to see the officer reloading his gun to take care of her when a web comes in and stops him and the gun gets pulled from his grasp as May comes in and easily takes him down.

Peter looks to see that Mike fell down and looks towards May.

"Go, you know what to do." She tells him and Peter runs inside to the railing and leaps over it and webs the ceiling and slowly descends to the ground as Mike is trying to get up. Peter walks towards him and shows he's unarmed.

"You think that means anything?" Mike asks him looking to see at least ten S.H.I.E.L.D. agents pointing guns at him.

"I know you got men everywhere waiting to put me down." Mike states to Peter. "I know how this plays out."

"I don't." Peter replies since it's usually him who all the guns are pointed at. "All I know is that you've got poison in your system. I know it's burning you up inside. Mike, the last guy who wore that **exploded**." He starts explains what he does know to Mike.

"I'm not like that other guy. I'm...it matters who I am, inside. If I'm a good person, if I'm strong." Mike explains and Peter starts remembering that's exactly what Erksin told Steve Rodgers in WWll.

_"I have a clear shot." _Ward says through the comms. _"Do you copy?"_

"I know you're strong, Mike. Your son knows it. But he needs you to let us help you."

"You took him! You took my wife, my job... my house. You think this is killing me?!" He shows the centipede on his arm making his point. "All over, there's people being pushed down, being robbed. One of them tries to stand up, you gotta make an example out of him."

"You bringing this building down on us gonna solve anything?" Peter asks as Coulson and Skye come up to him and stand a bit back.

"That's a lie! All you do is lie!" Mike states smashing the stand he fell on. "You said if we worked hard...if we did right l...we have a place. You people say it was enough to be a man. But there's better than man. There's gods. And the rest of us. What are we? They're giants. We're what they step on."

"I know. I've seen giants, up close. And that privilege cost me the chance at a normal life...and nearly everyone I know. But the good ones, the real deal, they're not heroes because of what we have that we don't. It's what we decide to do with it. You're right, Mike. It does matter who you are. But even with great power, there's great responsibility."

"I could, you know." Mike states while breaking down. "Be a hero." He explains and Peter's senses go off and he knows what it means and smiles at Mike.

"I'm counting on it. Our world needs more good people doing things for no reason." Peter states as a shot comes in and shoots Mike in the head.

Jemma and Fitz appears with Ward holding the gun with the serum to help Mike and Jemma is checking to see if it worked and he's alive and okay.

S.H.I.E.L.D. men come in to transport Mike to get the rest of the help he needs.

"Subject is in stable condition." Coulson tells Hill at the HUB. "All clear at union station."

-

Afterwards, Skye and Coulson bring Ace to his aunts so he could stay with family while waiting for Mike to completely recover and go home to his son.

"I told him his father was coming home." Skye tells Coulson as they walk towards Lola.

"He will." Coulson says as Mike was transferred to the same facility that helped Peter control his powers before. "We have some experience with this type of thing."

"He almost blew. We almost died."

"We ave some experience with that, too."

"Don't have it all mapped out."

"True, we didn't cut off the head of the centipede. And nobody is getting anything out of the man Ayala caught. Whoever sponsored that little experiment is still out there, among other things." Coulson explains as they get inside Lola.

"It's a brave new world. And a really old car."

"Lola can keep up. What about you? Have you thought about the offer?"

"Hitching a ride in the crazy plane? I'm not exactly a team player."

"We're not exactly a team. But we're in a position to do some good. You'd be a great help. And you'd be front row center at the strangest show on earth, which is, after all, what you wanted."

"I was able to hack S.H.I.E.L.D. from my van. You're gonna show me something new?"

He doesn't answer as his cellphone rings and answers it.

"Talk to me."

"_Uncle C, we've got an 0-8-4._" Peter tells him trough the speaker excitedly.

"Is that confirmed?" Coulson asks him.

"_They want **us **to go confirm it._" Peter explains to them.

"What's an 0-8-4?" Skye asks him as Coulson turns engine.

"You've got exactly ten minutes to decide if you really want to know." He tells her and starts pulling some switches.

"There's no way we can make it to the airfield in..." She stops herself as she sees Lola rising into the air and starts hovering.

"The tide is rising." Coulson tells her and puts his glasses on and flies off.

——————————————————————————————————————————————————————————————————


	15. Old relations

—

Skye is emptying her van and starts moving into the Bus. Once she gets everything emptied, a S.H.I.E.L.D. agent comes to take it somewhere secure for her.

"Hey, no joy rides, okay? That's my house." She informs him as he places a device on the hood and it starts the engine.

"Where do they think of this stuff?" Skye asks herself and head inside the Bus.

Upstairs, Coulson is being told of about his decision to allow Skye to join them.

"Skye? Girl's not qualified to be a S.H.I.E.L.D. Agent." Ward states to Coulson.

"Agreed. That's why I invited her on as a consultant." Coulson replies to him. "S.H.I.E.L.D. does it all the time. Technically, Stark's a consultant."

"And technically, Skye's a member of the Rising Tide. She hacked our RSA implementation." Ward explains his protest.

"Twice. From a laptop. Only other person who can do that is Peter. Imagine what she'll do with our resources."

"I am. That's exactly what I'm imagining during this frown." He exolains.

"Really. I just thought that was your regular face." Peter informs him as he passes the room they're in.

"His super hearing is seriously annoying." Ward states. "Look, you brought me on for risk assessment. She's a risk. She doesn't think like us."

"Exactly." Coulson explains to how she could help with problems they can't figure out, a mind that doesn't think like an agent.

"We have two kids on this Bus who aren't cleared for combat, and two actual kids, and you're adding a third?" May asks him.

"At least Fitz-Simmons are trained S.H.I.E.L.D. scientists, but Skye? You said this was a select team. Assembled to work new cases, to protect people. I don't see how letting some hacker tag along is going to help."

"I'm looking for an objection I haven't already anticipated." Coulson tells them both. "I'm calling this. But your frown will be on record."

"We've been called to investigate an 0-8-4. We all know what that means." Peter tells them.

"Yes, we do. It means...we don't know what that means." Coulson states and hands the file to May in where to fly them.

"Officially, it's an airborne mobile command station." Fitz tells Skye as he and Simmons show her to her bunk. "But we just call it the Bus. We find it best to use shorthand when in the field. But everything has to be just so, you know, because of the danger."

"Yeah, I've been up here before, but I didn't see much because of the bag." Skye informs them. "That anger Ward put over my head."

"Yes, so sorry about that."

"_Wheels up in two. Locks it or loose it._" May says through the speakers.

"What's that mean?" Skye asks them.

"It means there's no backing out now." Ava informs her.

"Let's find a bunk for our guest." Simmons tells Fitz who's holding her stuff.

"Oh, yeah, there's only one left, and it's right next to mine." Fitz says and brings her things into the bunk and leaves her

Ward comes up to her bunk and Skye has been meaning to talk to him. "Hey, I know we didn't really-" "Might wanna read that." Ward I interrupted her and hands her a manual to the Bus. "This isn't like other planes." He explains and she looks to see he's right.

"You can say that again."

"Say What again?" Coulson asks as he sees her.

"Sweet ride." Skye states.

"I earned a little goodwill from Director Fury when I got hit right before the Battle of New York ." Coulson explains.

"You took a bullet?" Skye asks.

"Ish. An Asgardian stabbed me through the heart with a Chitauri scepter. The effect was similar. Got a few weeks' RR and this plane. Had a completely refurbished. Studs up, spared no expense." Coulson says as he sits down and buckles up.

"Yeah, Agent Ward said they sent you to Tahiti."

"It's a magical place." He says as Skye sits next to him and puts her seatbelt on.

"I don't even know where we're going." Skye states to Coulson.

"Peru. That's where the 0-8-4 was reported." Peter explains from his seat across the plane.

"And an 0-8-4 is...?"

"An object of unknown origin. Kind of like you." Coulson explains to her. "Team goes in decides if it's useful or poses a threat. Last one turned out to be pretty interesting."

"What was that?"

"A hammer."

After a while, they've landed in a airfield in the jungles of Peru and drive out to a I can archaeological site. The team exits and looks around.

"Tire tracks 40 meters back. I'll check them against the sites trucks, make sure we're alone." Ward tells the team.

"Too much exposer here." May replies. "I'm gonna find a place to park." She says and gets back in the car as Fitz-Simmons grab their gear and Peter and Ava take off their masks because of the heat. Luckily, their main suits are mostly heat proof, Peter takes a note to work on their masks when he gets back.

"I would love to see a capuchin in the wild." Fitz says to them. "Maybe even a yellow-tailed woolly monkey. You know, Peru has 32 different species of monkey."

"Yeah, and close to 200 species of snakes." Simmons tells him. "The shushupe has a fasting venom. It's neurotoxic, proteolytic, and hemolytic."

"Why do you know that off the top of your head?" Ava asks Simmons.

"Trust me, that's not the weirdest." Peter tells her as they decide to walk ahead of Fitz-Simmons and find an temple.

"We should warn the people who live around here if the 0-8-4 is dangerous." Skye states as she and Coulson make it to the temple. "They're already dealing with anti-mining rebels and the shining path guerillas."

"You remember the panic when that anti-matter meteor splashed down just off the coast of Miami, nearly devoured the city?" Coulson asks her.

"No." Skye replies, never hearing about that.

"Precisely. Because we keno it quiet and contained."

"So, What am I doing?"

"Well, if it gets out, I might need you to create some kind of diversion, put the public on the wrong scent."

"So everything that I'm against."

"Yep." Coulson says and reaches the top step of the temple. "Good morning. Professor. I'm Agent Coulson with S.H.I.E.L.D. I understand you've made an interesting discovery."

"I'm not sure how to explain it. This temple dates back at least 500 years. It's filled with pre-I can artifacts. One of them is impossible and looks like it might be dangerous."

"Well, that's why we're here." Peter says as they follow the professor inside the temple. They walk though with him and see something sticking out of the wall. It's almost like a box on its corner, sticking out of the wall and is giving a blue glow from it.

"Exactly as we found it." The professor states.

"Who else knows about this?" Coulson asks him.

"Just the ministry. I believe they're the ones who contacted you." He replies and Fitz-Simmons take out their equipment.

"Sir, I need you and your team to evacuate the site until we determine the risk associated with this object." Coulson tells him as the drones begin to scan the device.

Skye is searching it everywhere she can on her tablet. "There's nothing about this anywhere. I searched every data stream. What do we have here?"

"The object's placement in fossiliferous rock formations suggests it's been here for at least 1,500 years." Simmons states. "That pre-dates this temple by a millennium. Maybe it's alien."

"Yeah, But the shape and craftsmanship, it looks...almost like German." Fitz says after one of the drones scanned the device and he looks over it.

Outside, Peter, Ava and May are watching as Ward comes up and the professor leaves.

"Tires match the prof's truck. Where's your sidearm?" He asks May.

"If I need a gun, I'll take one." May tells him and walks down the steps.

"Right. Forgot I was working with the _Calvary_." Ward states and Peter quickly looks to them since he knows why she's called that and why she hates that name.

"Don't ever call me that." She warns him.

"Apologies. I've heard the stories, what went down in Bahrain, about you in action. You know, it was smart of Coulson to pull you out of retirement." Ward says and keeps going on as Peter's senses go off and he learns they're not alone.

"It's nice to have a trusted friend who has your back." Ward says as Peter quickly turns and webs someone in the bushes and pulls them into the clearing and Ward grabs him. More men come out and start aiming guns at them. Ava quickly uses her claws and scratches their hands, causing the man to drop his gun and May makes work of another one and uses their guns against them. More vehicles approach and they all get ready for a fight.

"Should've taken more guns." Ward jokes as they see they're completely surrounded. They start yelling in Spanish as someone comes out of the car and Peter can tell she's the commanding officer of them and can't tell why she looks so familiar.

"Sir? We have a situation." Peter says into his comms.

"_I'm on my way._" Coulson says as Peter doesn't let his guard down when he exits the temple. _"Buenos Dias. Soy agente Coulson. Estamos aqui por un as unto de la seguridad internacional." _He says, introducing himself and who he works for in Spanish when the leader sees him.

"Philip?" She asks seeing him.

"Camilla?" Coulson asks seeing her. "Do you mind?" He asks seeing her men are aiming at his people.

"After you." She states and they all lower their weapons and Peter closes his web shooters and sees one of them struggling to get out of it.

"That's my bad." Peter says pointing to the webbed up man and Camilla's men lower their weapons and she goes up to Coulson.

"Comandante, a promotion. Congratulations." Coulson tells her.

"Three years ago. But thank you." Camilla tells him.

"Agent Melinda May, Agent Grant Ward, Agent S, Agent Ayala this is comandante Camilla Reyes. She's with the policia militar del Perú. We used to work together back In the day." Coulson explains and Peter understands its _that _Camilla. "Let the team know everything's okay." Coulson tells Ward and he enters the temple to do just that.

"I know you've found a strange object on Peruvian soil. We should have a conversation about how to proceed." Camilla explains why she's there.

"An 0-8-4 supersedes all national claims." Coulson warns her.

"You look good." She tells him.

"Yeah, I work out." Coulson tells her.

"Come, let me show you something." She says and pulls him away from the temple and Peter is standing there, trying to figure out what he had just witnessed.

Inside, Fitz gets some strange readings from the device. "Are you seeing this? It's alive." He says showing the data to Simmons.

"Alive alive?" Skye asks and backs away from the device.

"It has a functioning power source." Fitz explains.

"_Sleepy_'s reading radionuclides, But they don't match any known isotope." Simmons states.

"I get temporal matches, but even then they seem to shift." Fits replies. "Is that even possible?" He asks Simmons as Skye is feeling useless.

"I'm gonna go check on Coulson." She states and leaves the scientists to do what they do.

"We've got company." Ward says as he enters the temple. "National police."

"What?" Simmons asks, confused.

"Why are they here?" Fitz asks

"They heard about the object, probably here to protect it. This area has lots of rebels uprisings." Ward says.

"Yeah, people fighting back against the government mining facilities." Skye tells them.

"How much longer?" Ward asks Fitz-Simmons.

"What's the hurry?" "Are we in danger?" They ask him.

"Not if everyone does their job. What is yours exactly?" Ward asks Skye and she doesn't answer.

Outside the temple, Coulson and Camilla are talking about what they've missed.

"The cacao is from a secret valley in Peru, very special." She says and hands him some chocolate.

"Could use some sugar." Coulson says tasting it. "You know me, Camilla, I'm a pretty simple guy."

"There was nothing simple about your last mission here."

"I had some great help."

"There isn't any chance we get to keep the device, is there?"

"It's not mine to give, but I'm sure we can find a way to resolve this respectfully in a way that-" he stops when a explosion goes off.

"Rebels." Camilla states.

"Stay close. On my six." Coulson tells her as they move in. More rebels come in and start shooting and blowing up cars.

Inside the temple, it starts shaking from the explosions.

"Sounds like they're engaging the rebels. Time to go." Ward says and moves towards the device and Fitz-Simmons pack up the drone.

"We need a containment box for the 0-8-4." Simmons tells them.

"There's no time." Ward says and pulls out the device himself. "Science class is over."

"You did not just pull that from the wall. What is the matter with you?!" Fitz says and Ward just pushes them all out.

Outside the temple, Ava is shooting the rebels who come close to her and makes her way to Coulson when gunfire blocks her and runs back to the others and sees Peter pull out a staff and looks towards Coulson.

"Tell your men to brace for impact." Coulson warns Camilla and she does.

Peter leaps down and plants the device and a small sphere flies into the air and Peter covers his face as it goes off and sends a blue light across and all the rebels fall over. They take it as their opening and run as May comes up in their car and they get in and drive. Once they're in, May makes a line straight for the Bus as the rebels chase them.

Peter uses his tablet and opens the ramp of the Bus for them as they drive up inside and stop as Coulson, Camilla and her men make it inside the Bus and close the ramp.

"Cutting it pretty close, Uncle C." Peter states to him.

"Didn't wanna leave anyone behind." Coulson explains.

"I got to say it. I miss my van." Skye tells them.

"So what was the problem with moving that?" Ward asks as nothing happened with it.

"As I was saying, this device has a high-frequency, fluctuating, sub-material complication."

"Fitz, in English." Ward states.

"The device is tesseract technology." Peter translates.

"Wait, you mean like as in HYDRA, world war 2, Captain America tesseract?" Ava asks remembering the studies she read about the tesseract during her time training with Peter.

"Exactly. And it's full of lethal amounts of gamma radiation." Fitz explains.

"Gamma, you're saying it's nuclear?" Ward asks.

"No, he's saying it's much worse." Coulson states and they all look at the bag holding the device and take a few steps back from it.

—


	16. Come together

————————————————-

Coulson is informing HQ about what they've discovered. _"And the 0-8-4 is in your possession?" _Someone on the radio at HQ asks.

"It's on board and contains a tesseract fuel cell, so...there's that." Coulson says into the radio.

_"Copy. You are a go for check-in guidance through restricted airspace. Safe travels."_ They say and hang up.

"Top speed's a priority, May." Coulson tells her and she doesn't respond. "I know you didn't wanna see combat. I apologize for that. Do you need anything else before I go check on the device fueled by evil that's sitting in our cargo hold?" He asks her and she still doesn't respond.

"This was fun." Coulson says and leaves the room.

-

In the labs, they're looking over the device and Peter and Ava believe it's only a matter time before it blows. "Not to worry. The device is stable." Simmons tells them as the kids are hiding behind the holographic table waiting for it to blow.

"Not that it couldn't explode at any minute, especially if hit with machine-gun fire. But things like this happen from time to time when in the field, and at first, it's very unpleasant, and you regret your decision to leave the lab at all." She states.

"Are you mental? I did explain in great detail exactly what I meant using the queens bloody English!" Fitz yells to Ward as they enter the labs.

"I use normal English. Words like _duck _and _run_ and _might blow us to pieces_." Ward states as they all start arguing.

"Well, congratulations, Agent Ward. You managed to string three words together in a sentence." Fitz mocks.

Outside the labs, Coulson comes down the steps to check on Camilla's men.

"Everyone alright?" He asks them.

"Banged up but alive." One of them say.

"But we lost a lot of men." Camilla says.

"Well make sure the rest of you get home safe." Coulson says and sees them arguing in the labs with the device.

"Are we safe? On a plane with that?" She asks him. "There's a PMP airfield in Iquitos. It's a short distance from here." She suggests to him.

"We'll burn as fast as we can for a S.H.I.E.L.D. containment facility. There's no safer place for us to go." Coulson informs her.

"Sir, if I may? You got anything to drink on here?" One of her men asks Coulson.

"Upstairs. I think you'll find it comfortable up there." Coulson tells them and they move up the stairs.

"I expect them the grand tour." Camilla tells Coulson.

"I know you do." Coulson says and enters the labs to hear them yelling and Peter covering his ears from the yelling and Ava is just waiting for the device to explode on them.

"Do we have a problem in here?" Coulson asks calmly causing everyone to go quiet.

"No, sir." Ward says. "Just working on our communication. Not everyone was prepared for a firefight."

"We go ou, didn't lose anyone, saved a few of theirs. I'd say we did all right. Anything else?" Coulson asks and Skye raises her hand.

"Yeah, I've got a small question. Because I've been feeling like the tagalong hayseed rookie, but now I get the sense that Ward doesn't know which ones Simmons and which ones Fitz, and they've seen even less gunfire than me. And those two kids are too prepared to be in a war zone, and I'm no rocket scientist, but is this you first mission together?" Skye asks.

"No. Of course not." Simmons states. "We've worked with Peter countless times."

Peter quickly raises his head form behind the table and says, "Actually, this would be the 13th time I've worked with you guys. I'm not counting the half of my childhood I've spent in the labs. And Ava's only been with us for the last few months when I was training her. Altogether, this is our second mission together." Peter explains and goes back to hiding.

"I was your first? That's sweet." Skye says, smiling.

"You're amused?" Ward asks.

"I'm terrified. I am in way over my head, but I've been on this team just as long as any of you. I mean, half of you guys don't even like each other very much." Skye states to them.

"This isn't about that. I'm a specialist. Okay, I could have eliminated the enemy threat myself if I was working alone, but I had non-combat-ready agents to protect." Ward states.

"Whoa, you work alone?" Fitz asks.

"So typical. Who do you think designs your equipment?" Simmons asks him.

"Or the polymers for your weaponry." Fitz says.

"See them proving the point I just made?" Skye asks Coulson.

"You're not wrong. We still need to iron out the kinks. But, Ward, you can speak six languages. Simmons, you have two PhDs in fields I can't pronounce. And, Fitz, you _are _a rocket scientist. Peter, you're one of the best agents S.H.I.E.L.D. can offer for any assignment on any of the corners of the globe. Ayala, you're a rookie Peter in the making. So work it out." Coulson says and leaves the labs.

"I'm good at stuff, too." Skye states seeing he left her out of that statement.

-

Later, Fitz-Simmons are working on the data they collected on the hologram table and are arguing about being dragged into field assignments.

"This swarm in the sedimentary layers suggests some sort of molten cave-in a few decades back." Simmons says and Fitz sees something.

"Yeah, this here, it's optical amplification. I think that the tesseractic everht excites plasma with an inverse population of energy levels." Fitz says.

"A laser. A ray of pure energy. We're lucky the drones didn't trigger it when we were getting taking electromagnet reading. This is a weapon, powerful enough...To melt through 50 ft of solid rock to bury itself. Imagine what it could do to a person."

"Yeah, or an airplane." Fitz states and starts searching through everything they have.

Upstairs, Peter, Ward and Ava have started reading in the lounge part of the plane. Peter is reading _Orphan X_, it being one of the books that Clint recommended him to read. Ward is reading _Hunger Games_, it being recommended by his S.O. And Ava is reading _The Rosie Project _as Skye comes in and sees them.

"_Hunger games_?" She asks as seeing Ward is reading.

"_Matterhorn_. One of a hundred books my S.O. gave me that I'm just getting around to." Ward states.

"S.O. means supervising officer." Ava explains to Skye and she understands now.

"Got it. Hackers have lingo, ok, but I'll pick yours up. I feel like we might've gotten off on the wrong foot. Can I get you a drink?" She asks Ward and shows a bottle from the bar.

Skye and Ward start talking and Peter's senses go off and he looks towards Camilla's men and is confused.

"Hey, you okay?" Ava looks away from her book and sees his serious face.

"Somethings not right. I don't know what's not right, but I have a feeling." Peter tries explaining not knowing what his senses are warning him about.

-

Upstairs in his office, Coulson is showing his collection of everything he collected over the years. "First walkie-talkie wristwatch. 1936, Poland." He states showing it to her. "They only made 20, I think. It still works."

"I forgot you're such a sentimentalist, Phillip." Camilla tells him and hands it back to him. "Romanticizing history." She states while looking around at everything.

"Yeah, most of everything is glued down." Coulson informs him. "There was an elegance to things back then. With everything around us changing so quickly, it doesn't hurt to have a few touchstones to the past. Reminds me what's important."

"The last thing I want do do is relive days gone by. A few nights, maybe." Camilla says and closes his door.

"I see what you're doing."

"I'm reminiscing. This plane is such a step up from the R.V. we used to work out of when you were stationed in Cusco. Before the crash of the Parker plane."

"I don't remember much working." Coulson states. "I also don't remember you being the direct."

-

Downstairs, Peter tries refocusing on his book as he sees Camilla's men haven't taken a drink all day.

"Ava, I'm gonna need to borrow that bottle." Peter tells her and she hands it to him.

"I know you have a quick metabolism and everything, but if you get caught.." Ava starts warning him but he interrupts.

"Ava, they've been through a gunfight, in the heat, you would think they'd want something to drink." Peter states and Ava starts putting the pieces together herself.

In the labs, Camilla's men surround the entrance.

Back in the office, Camilla and Coulson are still talking. "We're stuck above the clouds for the next few hours. We might as well enjoy ourselves. We could make a few more memories to add to your collection. What do you think?" Camilla asks him.

"I think...Peter already knows you'll have to eliminate May from the equation to have a chance. Which gives him about 20 seconds to get to her first." Coulson states.

Downstairs, Peter takes the bottle and Ward and Skye cover as Peter throws the bottle, taking the first man down. As for the pilot room, one of her men places a device to drill through the door and uses it to leak in a toxic gas to knock May out. Outside, Ward and Peter are working on the men.

Back in the office, Coulson throws Camilla out of the way and tries making it to the door and makes it downstairs to see Peter and Ward took care of the men and look to the camera and see they have Fitz-Simmons hostage in the labs and Coulson looks to Camilla in surprise.

"We were allies. We had history. When did you decide to throw that away?" Coulson asks Camilla.

"As soon as I saw your team. And how many different liabilities your Agent S had." She states hearing stories about Peter ever since Coulson adopted him. Coulson sees no other choice but to surrender.

-

As the sun rises, they're changing course of the Bus and the team is up against the ramp of the plane and May is still knocked out and they injected Peter with something that immobilized him for a while. Upstairs, Coulson is taking a beating form Camilla's men.

"The reason I'm still alive is because you need me to verify the change of routes for your pilot when HQ calls in any minute now." Coulson states knowing exactly what she wants.

"I'd appreciate that." Camilla tells him.

"But if I don't, S.H.I.E.L.D. will shoot this aircraft out of the sky. That'll take the 0-8-4 out of your hands. Maybe I should let them." Coulson finishes his though.

"Oh, no, I think you'll make the calls. You already handed me your plane for the life of one of your little lab rats. If I open the cargo hold, you'll lose both Peter and the girl and the rest of your team. You care too much for Peter, and such a sentimentalist for the others." Camilla states.

Down at the doors opening, the team are all tied against the doors with handcuffs on and Peter is trying to get all feeling back to his entire body.

"I gotta say, this is the quietest I've ever seen you." Ava tells Peter and all he could do was give her a hate stare not being able to turn his head or talk.

"This is my fault." Fitz states. "Should've learned Kung fu."

"It's not as easy as you'd think, and I didn't even take it." Ava replies to him. "I only took whatever Peter taught me."

"I shouldn't have pushed you into the field in the first place. You weren't ready." Simmons says to Fitz.

"It was my job to make a proper threat assessment." Ward tells them.

"This wouldn't have happened if Agent May was on the stick." Skye states. "She would have busted out some other ninja know-how and gaven Peter an edge."

"Agent May?" Fitz asks confused. "No, she transferred from administration."

"Well, I've see her work with Peter to destroy a guy, so..." Skye states and they all look towards Ward.

"You've heard of the _Cavalry_?" He asks them and they have.

"Everyone at the academy talks about..." "she's the _Calvary_?" Fitz and Simmons asks in surprise.

"What's the _Calvary _mean?" Ava whispering asking Peter and he uses Morse code with his eyes to say he'll explain to her later.

"I told you to never call me that." May says as she starts waking up.

"I can't believe it. We're sure to get out of here now. How do we get out of here?" Simmons asks as she sits up.

"Can't go though the doors. They're bolted, tied to the pressurization lines." May states.

"You two geniuses have nothing?" Ava asks Fitz-Simmons. "The way that Peter always talked about you two, I saw you both like a girl and boy Steven Hawkins."

"Yeah, well, it's hard to concentrate in these intense situations, Ava." Fitz tells her.

"Hey, Don't Freeze up. Take a breath, you don't have to come up with the whole solution." Ward states.

"Pieces solving a puzzle." Skye replies.

"Okay, can someone do something? Because I have a pain in my neck that I can finally feel." Peter tells them.

"Okay, give me a second." Ava says and using her shoulder push him on his back.

"You know, this works. Thanks." Peter tells her.

-

"You knew this was a weapon all along." Coulson states.

"But you got it first." Camilla replies. "So I had to play nice. Yes, Coulson. For once, I'm actually ahead of you. My country commissioned that weapon decades ago. After the fall of HYDRA, many scientists followed their Nazi friends to hide on this side of the world."

"German engineering." Coulson says.

"The weapon was lost during a clash in the jungle until today. With it, we'll end the rebel uprising and finally stabilize my country." Camilla explains her plans for the device to him.

"You mean you're gonna rule your country." Coulson corrects her since it's only a matter of time.

"You stay in your borders. I'll stay in mine."

"Those borders are disappearing. Aliens descended on New York, remember? They don't care whose colors you wear. They just care who's in the way. We should be working together, not fighting." Coulson states to her.

-

Downstairs, they're still arguing with each other. "Well, that's clearly the worst idea we've heard yet." Simmons tells Skye.

"But it could work." Skye defends.

"If I had feeling in my hands, legs and basically everything below my neck, it would be so much easier. But I say we go for it, I'm stuck here for the meantime." Peter states from his place on the floor.

"Camilla's gonna kill us the minute we land, regardless, and blame it on rebels." Ward informs them. "This way, we have a fighting chance. I'll take it. What's first?"

"We can't get upstairs without going in the lab." Fitz tells them.

"And the only way to release the lab doors is from upstairs." Simmons says.

"First thing is, we're tied to the cargo door, so unless you can-" Skye stops talking as she hears something crack from behind May.

"What the hell was that?!" Fitz asks uncomfortable.

"That would be her wrist, Fitzy." Peter informs him, she being the one who taught him to do that and would try to if he could feel his hands.

Above the walkway, one of Camilla's men look at them and see that May is missing and before he can react, May grabs him and throws him over the railing and reattached her wrist. "What's next?" She asks them and they're looking in shock, all except Peter who saw it coming.

"Was It 11 years ago, now?" Camilla asks Coulson. "You swooped in with S.H.I.E.L.D. with so much confidence, so much mystery. You had 100 men at your disposal. And now..."

"Yeah, a handpicked team and my nephew and his _padawan _as he calls her. And yes, they're that good." Coulson defends his team knowing they're working on the problem somehow as of this moment. He just needs to keep her distracted as they work out a solution.

"Oh, Phil. You're not even aware. Your new idealism, your collectibles, your airborne man cave, surrounding yourself with a bunch of young, attractive agents, and even adopting a secondary child. You're having a midlife crisis." Camilla informs Coulson.

"More an afterlife thing, really. And I didn't necessarily adopt Ava, she's just stuck with Peter." Coulson tells her.

"And I'm not even gonna mention the red corvette." Camilla tells him and Coulson is seeing he actually might be having one.

"Her name's Lola and I've had her for years, ask Peter." Coulson tries to defend.

"Of course It is. It's textbook. You built a team so you could feel relevant, to feel needed."

"They don't need me. They need time." Coulson tells her, remembering how the Avengers came together.

"Well, Time is the one thing they currently don't have."

"No, but you have them something better. A common enemy."

-

In the labs, everyone has been uncuffed and Ava has taken it upon herself to just carry Peter around since he still can't move on his own and she finds it enjoyable.

"Okay, were sure, right? Everyone's sure?" Skye asks them all about the plan and they all agree to it. They hear a engine reeving and turn to see May in the car.

"You guys talk a lot." She states.

"Where have you been?" Peter asks.

They all move out of the way and May drives the car into the lab doors and they break.

Upstairs they hear it and start going to check on it when Camilla stops them.

"No, that's exactly what they want." She tells them.

Downstairs they're all getting the plan into effect by opening a way upstairs through the vents and Fitz releases one of the drones and it flies into the vents and May walks through the doors upstairs. Skye and Ward take the ropes they could find and strap them around Fitz-Simmons, Ava and Peter.

_"S.H.I.E.L.D. 6-1-6, we have radar contact._" HQ says into the radio. "_Requesting conformation on a change in course. Over."_ Phil thinks weather not to respond when Camilla aims a gun to his head.

"Answer it, or they all learn what a 30,000ft drop feels like." Camilla warns him.

_"Agent Coulson, are you there? You have course confirmation. You are cleared direct to the Slingshot."_ HQ tells him and Coulson vaguely sees the drone flying past and lands on top of the machine l

_"Agent Coulson, everything all right up there? We heard you had a little dustup on the ground."_ Camilla keeps the gun pointed at his head and puts the radio hear his face.

"Yeah, were all good. It's gonna be blue skies from here on out." Coulson says and tightens his tied arms around the pole.

Outside the door, they're all watching as Fitz gets his part of the plan done.

"Simmons, forget what I said before. This is the moment that we'll regret." Fitz states as he feeds the energy needed for the laser to go off and it blasts a hole in the side of the plane and sends one of the men flying out. Coulson is holding on as his ties come undone and he's about to go flying out of the plane.

The doors outside unlocked for them. "The drop of cabin pressure unlocked the doors." Simmons says happily.

"I'll take care of the soldiers. You guys get to the 0-8-4." Ward says and Ava joins him.

"You, don't move." Ava tells Peter, joking.

"Oh, very funny. I'm the one who makes the quips, don't take that from me." Peter warns her. "And what about Coulson?"

"Let's hope he can handle himself." Ward states and they go in and Ward and Ava starts dodging bullets and fighting off her men.

"Find the device!" Ava states to them and they all come crawling in.

In the pilot cabin, May enters and kicks the pilot into the wheel and they start dropping quickly. Coulson saves Camilla from going out of the plane as the team retrieve the device.

"We have the device! Reel us back, Peter!" Skye yells through the wind and Peter uses all of his strength from his muscles to move his fingers to retract his webbing when a pamphlet for the plane falls in Skye's face and she gets an idea and removes the gear and takes off. Coulson moves Camilla into the computer room and ties her up with him.

"Don't want you to learn what a 30,000ft drop feels like." He states to Camilla, mockingly.

In the pilot room, May has taken out Camilla's man and she has the plane back in her control.

Skye is pulling something out of the storage and activated a lifeboat to cover the hole and Ava kicks the last guy in the face, finishing off their men.

"You're saying this actually worked?" Peter asks from the stairway.

"I read the safety pamphlet." Skye states about where to find the lifeboats.

"I think you might be the first." Ward tells her as they walk towards the bar and Coulson poors them all a drink and Ava drags Peter to the couch.

"No other way in, huh?" Coulson asks, referring to the state of his new plane. "Was just starting to warm up to this place."

"The 0-8-4 is cooling and stable." Fitz says, returning from the lab. "But we should call HQ and get it to the Slingshot as soon as possible."

Coulson looks back at Camilla and she can't believe she lost to this group of people.

"Told you they were that good." Coulson states to her.

-

They make it to the Slingshot and is getting the repairs done to the plane and Coulson is checking on Lola as Ava is making sure Peter's okay as he finally regains full control of his body again.

"Not a scratch. But your planes totaled." Skye states. "I hope S.H.I.E.L.D. insurance covers hijacking."

"Sure. Under _incidentals._" Coulson replies.

"What exactly am I signing up for?" Skye asks him.

"Like I said. Front row seat to the craziest show in earth."

"Yeah, I didn't expect the show to get this crazy this fast all for an object you're just gonna destroy."

"Slingshot is protocol. A weapon like this one is too dangerous for any person or country to have. People like Reyes would always be after it." Coulson tells her.

"What happened to her, anyway?" Skye wonders.

"She's in a S.H.I.E.L.D. detainment facility. I expect the Peruvian government will negotiate for her release. She won't spend much time in jail."

"No, what happened with you and Reyes?" She specified. "You guys totally did it back in the day, right?" She asks with a smile on her face.

"That's classified." Coulson says to her.

"Not _that_ classified." Peter informs them and Skye laughs as Fitz-Simmons come past with drinks. Super hearing can be a curse in some incidents.

"Hey, come on, I know you don't wanna miss this, Peter." Fitz says to him and Ava helps move him, since he still can't feel his left leg completely, to the ledge of the cargo door.

"So, it'll take about 180 days to reach the sun. Now, yes, of course, it would have been faster if they'd use hydrogen-fueled APUs, but they're having fun." Fitz tells them.

"How many of those had you guys had?" Skye asks them.

"It's important when in the field to unwind from time to time." Simmons tells her.

"Yeah, especially after a hard day of everyone almost dying." Fitz says.

"Which doesn't happen every day, right?" Ava says. "It's not entirely normal...it's not daily."

"Speaking of normal whose idea was it to blow a hole on the plane?" Coulson asks them all.

"_We _all thought of the plan. Everyone had a part to play, sir." Ava informs him they were all in it together.

"Nice work, team." Coulson says and they hear an alert from the base.

"Oh, time for blastoff." Fitz says and they look to see Slingshot shoot a rocket with the 0-8-4 onboard flying off into space to the sun.

"I love this part of the job. Nothing exciting, nothing exploding. Just a job done." Peter tells Ava and she smiles at him and agrees.

-

Later when they're finishing up repairs on the plane, Fury paid Coulson and Peter a visit to figure out what exactly happened. And he's not exactly happy. But yet again, when is he?

"Really, guys? Really?" Fury asks them annoyed. "Six days? It only took you and the kid six days to take a completely renovated piece of state-of-the-art machinery and turn it onto scrap?!"

"My team acted with my authority." Coulson states to him.

"Eh, arguably." Peter states, happy to be able to completely walk without Ava by his side to catch him.

"Don't talk to me about authority. Do you know how much this plane cost?" Fury asks as he moves to the bar. "It's got a bar. A really nice bar. Talking to me about authority. You know, I have the authority to downgrade both of your asses to a Winnebago."

"We're aware of that, sir." Coulson and Peter replies at the same time.

"What did I say about doing that?" Fury asks since the two think so much alike it freaks others out at times. "Well, I want it fixed just like you found it. So don't have Fitz-Simmons going making modifications, like a damn fishtank!" Fury warns them.

"We understand completely, sir." Peter tells him.

"And the new girl, she's a risk." Fury warns them

"I know, sir. But Peter's senses haven't said anything to say she's dangerous." Coulson states and Fury starts leaving.

"How's Lola?" He asks on his way out.

"She's fine, sir." They both reply.

"Talking to me about authority." Fury mumbles as he leaves and Peter laughs and turns to Coulson.

"So, were killing the fish tank, aren't we?" Peter asks him.

"Yeah, were gonna have to kill the fish tank." Coulson replies and they leave to join the others.

———————


	17. Asset

—————————-

With the Bus back in the sky, Peter and Ava have restarted their training while Ward is training Skye on basic training.

Peter dodges Ava's round house kick and she tries punching him and Peter easily dodges it. "You know, the sad thing is, I'm not using my abilities." Peter informs her while she's trying her absolute best to lay even a claw on him.

"Just shut up and let me punch you!" Ava yells getting angry as Peter keeps dodging her every one of her attacks and just grabs her fist to stop her.

"You wanna take a break? I think if you keep sweating, you'll flood the plane." Peter states, seeing her covered in sweat from their half hour workout and how she's ready to pass out on the floor. "You're getting better though, Ava. That's at least what I tell Fury when he asks for updates." Peter informs her.

"He thinks I'm good enough to be a real agent, yet?" Ava asks her S.O.

"Not yet, but you're getting there." Peter informs her.

"Every field agent has a defining moment." Ward tells Skye. "Ask Coulson, or even Peter. When you have to make the hard call to either dedicate yourself to this or to curl up in a ball and run."

"How can you run if you're curled up in a ball?" Skye asks.

"It's my job as your S.O. to make sure you don't die before then." Ward tells her.

"So, What was yours, Agent Ward? Your defining moment." Skye asks him. "Come on, tell me, I wanna know. I could talk to Coulson about giving me some of that truth serum Peter used on himself. You could spill your heart this time."

"You mean his level 1 overshare that miraculously got you to cooperate?" Ward asks and Skye looks confused. "I hate to tell you this, it doesn't take much to get the legendary Agent S talking, rookie. There is no truth serum."

_"Changing course, briefing in three." _May says through the speakers.

"Looks like we're on another assignment." Peter says and they all stop what they're doing and head upstairs.

-

"A few minutes ago, a S.H.I.E.L.D. transport was attacked while carrying a priority red protected asset off route 76 near Sterling." Coulson explains to the team.

"Priority red? We have a priority red?" Ava asks them.

"Means if anything happens, could mean disasters for the world. But priority red was easier to remember." Peter jokes to her.

"The asset was containing physicist dr. Franklin Hall, known for his work-" Coulson was saying But is interrupted by Fitz-Simmons mumbling in sadness.

"He was our chemical kinetics advisor our second year." Fitz explains their relationship with Hall. "He's so enthusiastic about science, we just adored him." Simmons says. "We can rescue him, can't we?"

"He's one of ours, were gonna try." Coulson says.

"And the attackers?" Ward asks.

"Invisible." Coulson sates quickly and walks away.

"Wait, invisible? As in can't be seen?" Ava asks confused.

"There's another type of invisible, Tiger?" Peter asks her confused as May has them heading for the site.

-

At the site, they're walking towards the truck in Sterling, Colorado.

"Dr. Hall was an asset?" Skye asks them.

"One of a few select scientists S.H.I.E.L.D. has been protecting, people our enemies would love to get their hands on. We keep them hidden, keep them on the move." Coulson tells her.

"Which is why Fitz and I were so lucky to have him." Simmons says.

"We don't have him anymore." Peter says while putting his mask back on.

"Question, why do you wear that mask? Doesn't everyone know who you are?" Skye asks Peter.

"Only a few have ever seen his face, but everyone knows Agent S, not many people know Peter Parker, the agent that doesn't exist." Coulson explains to her and they see cars in trees, the giant truck on its hood.

"That's not concerning." Ava jokes and they find the driver alive.

"It was pretty scary, and I don't spook easily, boss." The driver tells them.

"Nothing in the air?" May asks him.

"Nothing over our shoulder. Thing is they knew our route. They were here waiting for us." He sates to them.

"You saying they were working for someone inside S.H.I.E.L.D.?" Coulson asks when something comes back into his mind that hasn't come up in years. _S.H.I.E.L.D. is compromised. _Richard's last message before his plane crashed. Ever since that day, he did everything he could to find out what that meant and had no leads for years.

"Sorry to say...it had to be." The driver says.

Around the truck, Fitz-Simmons, and Peter are scanning the area for anything.

"Fitz, what am I seeing here?" Simmons asks with glasses on her face.

"Well, I'm not wearing the full spectrum goggles I designed, so I have no idea." Fitz says and they all walk up to her and she stops them. "Wait a second." She says and grabs a handful of dust and throws it in front of her and the dust is flying around.

"That's not a normal thing. Even for our standards." Ava says confused.

"I think the electro-cystic field scanner activated some...thing." Simmons says as the dirt starts flying around and everyone dodges it from hitting them.

"Okay, can we deactivate it? Now?" Coulson asks them.

"I have to increase the density." Simmons replies and the dirt falls to the floor.

Peter looksand finds something that isn't dirt and picks it up.

"This isn't part of any of the cars." Peter states and shows it to them.

"That is what did all of this." Simmons says referring to the crash site.

"What is it?" Skye asks them.

"Something big." Coulson states to them.

-

Back on the Bus, Fitz is looking over the device to figure out exactly what it is and what it does.

"Either someone cracked our comm system, or dr. Hall's movements were leaked from inside S.H.I.E.L.D." Coulson tells them.

"You really think we have a mole?" May asks him.

"I think you should go through the communication logs, rule it out. We'll work the tractor tread that we found on the scene." He replies to her.

"I can to that instead of pull-ups." Skye volunteers. "I can up,lad an image of the tread pattern, check to see if there some sort of..."

"Already done." Peter tells her. "Matched to a 2010 model. Found a list of purchasers within a 500-mile radius, narrowed down to those with proper, financial problems, or propensity for risk taking." Peter says and shows it on the computer.

"Okay, there was no way what you spoke just now was English." Ava tells him, not understanding a word he said.

"Anyway, I got us three different subjects. Who may have sold their construction equipment to the kidnappers." Peter finishes.

"We'll stater asking around." Coulson says and starts to leave.

"Hey, so, Ward said a funny thing. He said you guys don't have a truth serum." Skye asks Coulson.

"Did he? Ward said that?" Coulson asks her. "Interesting." Coulson says and leaves when May hands her a load of documents.

"You want me to brunch press this?" Skye asks her.

"Read it. Every communication out of HQ since they decided to move Hall." May explains and leaves with Coulson.

-

Coulson starts using the computer to look into Peter's hunch when May joins him.

"You come to socialize or help?" He asks her.

"You want there to be a mole, don't you?" She asks him, ignoring his question.

"Why would I want that?" He asks.

"_S.H.I.E.L.D. is compromised._" She tells him and Coulson knows she was told about the message from Richard years ago. "You want this to be about who murdered them, to figure out why Richard and Mary had to die. What they learnt that was such a big of a threat they had to be crossed off." May states and Coulson couldn't say he wasn't thinking of it.

"My focus is finding Hall." Coulson subliminally states but May doesn't believe him one minute.

-

In Barnroof point, Colorado, a man riding a horse comes down a path where Coulson is waiting for him. "Excuse me."

"Who the hell are you?" He asks Coulson.

"A concerned citizen who happens to be a member of a giant bureaucratic organization that's tracking your every move."

"I haven't done anything wrong."

"Of course not, but you sold your excavator to some people who did. And you're hiding out here until things cool down because you know it. I just want to know who paid you." Coulson explains as he pulls out a shotgun on Coulson.

"Paid me enough not to answer any questions like that." He states when a web gets attached to the end of his gun and to his shoulder and he gets pulled down and Peter comes in and places his leg, pinning him to the ground. "Now it feels like we're in the Old West movies you and me watch so much." Peter jokes.

"They game me money for my equipment. That's all. I never saw a face, never heard a name." The man explains to them.

"And how'd you receive the money?" Coulson asks as he points to the satchel attached to his horse.

Peter opens it and gold bars come falling out of it.

"They paid you in gold?" Coulson asks, completely confused now.

"Okay, come on, now it really feels like we're in the Old West." Peter says and looks around and back at the man. "Is there a scientist performing _weather experiments_ somewhere?" Peter asks thinking about _Back to the Future 3_.

"There was no gold in that movie." Coulson states.

"Really? Didn't Doc have some somewhere in his workshop or Tannin steal any?" Peter asks.

"I'm pretty sure he didn't." Coulson replies.

"Oh, okay." Peter says and grabs the gold. "We should take this to Fitz-Simmons."

-

And they do exactly that and Simmons is analyzing the gold bars.

"It looks like this because it's a DORé bar. Meaning it was made at the mine rather than in a refinery." She explains. "It's only 92% pure gold. The cowboy got cheated a bit."

"Can you determine the mine based on the impurities?" Coulson asks the two of them.

"We've done that already. It's from the Daley mine in Tanzania, which is owned by...Quinn Worldwide." Fitz says and Coulson looks unsurprised.

"I'm sure you studied the C.E.O. in your chemical engineering classes or saw him on the cover of _Forbes. _Ian Quinn." He says and goes to tell the team the news.

-

In the republic of Malta, said Ian Quinn is talking to someone on the phone.

"We can't just pluck it from the ground like a potato. It needs to be extracted from the ore and enriched. I know I failed you once, but that was 14 years ago and I didn't know what I was after. You know, tell him this investment paired for that ridiculous yacht of his, and that he'll thank me at th shareholders meeting." Quinn says and hangs up his phone and moves into his laboratories where dr. Hall is tied up.

"Why is he tied up?" Quinn asks his men. "Does he look like a threat?" He asks as his men come up and untie his hands. "I'm sorry about these guys. Welcome to Malta, Frank." Quinn says to Hall and laughs. "You know, it's one thing to steal my ideas, Ian, but stealing me?" Hall asks him.

"First of all, I never stole your ideas. We've always agreed information should be free." Quinn states.

"It's amazing how much money you made off free information." Hall replies sarcastically.

"Secondly, think of this as a rescue mission, Frank. You know what happened to the last brilliant minds who were in S.H.I.E.L.D. protection. Their plane crashed 14 years ago." Quinn states, referring to the Parker deaths all those years ago. "In fact, in a moment, I think you'll be thanking me. My staff intercepted a communication about the movement of a certain asset, and when I deduced that asset was you, I couldn't pass up on the opportunity. It's a little out of my comfort zone, sure." He states and gets up and walks towards the labs tables.

"Malta. You're not completely stupid." Hall states and knows why he's here. "S.H.I.E.L.D. can't come after you here."

"Not just S.H.I.EL..D. I am now a naturalized citizen of this fair country. Stunning beaches, beautiful tax laws, and a deep seated hatred of outside forces telling them what to do." Quinn tells him.

"Sounds like your dating profile." Hall tells him, mockingly.

"I moved my entire operation down here. Bought the old prom minister's estate. Not really my style, but they had this huge underground facility, so I figured." Quinn explains and brings a drink to Hall. "Now You've finally found a place where the watchdogs can't watch you." Hall says and takes the drink.

"Not without breaking international laws." Quinn says and they take the drink. "But more importantly, old friend, they can't touch you." Quinn informs him and places a device, similar to the one the team discovered at the crash site, down for him to see it.

"Recognize the design?" Quinn asks him as Hall inspects it. "We were barely old enough to drink when you sketched the blueprint. That's just the miniature prototype, just so you know. A theoretical machine powered by a theoretical substance. Frank, you were right." Quinn says, anonymously.

"You found it?" Hall asks in complete surprise and Quinn shows him to a container and he sees it for his own eyes...

————————————————-

**What he found, you'll have to wait. The cliffhanger/short chapters will pe progressing later on**

**Regarding how Quinn knows about the Parker's... you'll have to wait and see. ;)**


	18. Gravitonium

"Gravitonium. It's an extremely rare high-atomic numbered element." Fitz tells the team what he discovered within the device

"It's what's been powering the device." Simmons clarified for them. "It's so extremely rare, most people didn't believe it existed, much less the theory that any isolated positive charge would turn the flow from isotropic-"

"Guys, high school dropout here." Skye informs them, not following.

"And not all of us speak Science. How does the device work again?" Ava asks them.

"The gravitonium distorts gravity fields within themselves, causing things to act without the laws of gravity. Because it _is_ gravity. See, those wiggly bits, when an el cried current is applied, the gravitonium solidifies." Peter explains to them.

"And those gravity fields erupt, randomly as Peter said, changing the rules of gravity around it. Now imagine what would happen to a big rig at 100 kilometers per hour. Or, well, you could just remember, 'cause we saw what happened already." Fitz says.

"And this is where things get interesting. Guess which geniuses published every theory about gravitonium and possible applications years ago?" Simmons asks.

"Dr. Franklin Hall." Skye and Ava reply.

"Not only him, but a Richard Parker." Simmons says and Peter quickly turns to her.

"My dad?" Peter asks, in shock to hearing something new about his father he never heard before.

"It would appear so, he and Dr. hall attended the university of Cambridge at the same time and were actually as it seems college buddies at the time, and they attended there the same time as Ian Quinn." Fitz replies.

"Coulson May be off on this. Quinn is a notoriously good guy. His charity endowment's something like eight billion." Skye states, confused.

"Yes, with money made from leeching the earth of its resources." Ava replies back, remembering what she read of Quinn a while back before she was introduced to Peter.

"Yes, and it looks like he dug up another resource." Simmons says.

-

Back at the estate, Quinn is showing the gravitonium.

"20 years, 12 mines, 6 continents, but yes, I found it." Quinn tells Hall. "And now. We get to play with it." He starts laughing and takes another drink.

"Do you remember in all our talks on orchard street the part where it's very, very dangerous?" Hall asks him.

"Everything powerful is dangerous. But I'm not gonna convince you with more talk. Talk of shares, novel prizes. No, not you. You...will just have to see it." Quinn opens up a wall to a second room where there's a human sized model of the small machine. "I built a full size generator, but I need you to tell me how to control the gravity fields." Quinn explains to him. "You could complete you and your friends life's work. I plan to do this with or without you, but I know you. I know you want it done right."

"In order to do that, I would need Richard's notes. Sadly, they went with him." Hall informs him and Quinn goes back to the labs and pulls out a box that looks like it was just pulled from the ocean with coral on it and the lock was broken off. "Pulled from the wreckage of the Parker plane that went down all those years ago, what there was of it, that is. Found this and almost all of his work in waterproof cases. This amongst other things, but that's for my employers," Quinn explains and hands him the notes for the gravitonium.

-

"The man's a prisoner, and it's up to us to get him out of there." Coulson tells the team that was called together after they learnt who has Hall.

"We've checked the specs. There's no way into Quinn's compound without a large S.H.I.E.L.D. strike force or a man inside. He's got neodymium laserfencing surrounding the property. And lasers is the one fear I'm not getting over." Peter explains the situation to him.

"They'll neve allow a strike force into Malta." Coulson tells him. "Plus, this weekend, Quinn worldwide got its annual shareholders gathering. We'd risk global outrage."

"But f we go in alone, S.H.I.EL.D. can't be held accountable, claim ignorance." Ava says, seeing where he's going.

"Peter's training you well." May states.

"Without a man inside, we can forget it. Unless my skin is actually laser proof." Peter says and starts thinking. "I'm...I'm not laser proof, am I?" Peter asks Fitz-Simmons and they nod their heads no. "Okay, I thought not. I'm barley bulletproof."

"If we had a monkey, we could get in. A small monkey could slip through the sensors and disable the fences power source with his adorable little hands." Fitz throws out there and Peter and Ava look confused.

"You have a trained monkey in your lab we don't know about?" Ava asks as Skye is on her phone and looks towards them. "Hey, I could get in." She tells them.

"Drop me in the hills outside of Valletta, I'll spend a few weeks establishing a cover, gathering intel." Ward offers.

"Hall doesn't have a few weeks." Coulson tells them.

"And to restate, any agent of S.H.I.E.L.D. caught on Maltese soil can be shot to death with bullets, legally." Simmons says.

"Not me. I could go in." Skye fries again and they look at her.

"Skye, this is serious." Ward tells her. "Wait. What are you saying?" Coulson asks, letting her speak up. "Well, I'm not an agent of S.H.I.E.L.D., so I can go without breaking the rules." Skye explains.

"This isn't something the Rising Tide can hack, Skye." Ward informs her.

"I have a feeling she's ahead of you, Ward." Peter says and sees her smile.

"Exactly. You said you could get in with a man inside. Fitz-Simmons love the guy and he needs help. Peter just learnt this is one of the few people who knew his parents, and they could be torturing him, or worse, making him do strength exercises." She states.

"But you don't have the background or clearance for any of this." Ward states again.

"I know. But I've got an invitation." Skye says showing her phone with the invitation up. "Well, technically it's a E-vite." She corrects herself.

-

Later, they're discussing her decision. Well, they've agreed to it and Ward is yet still against it. "I understand your concern, but we don't have a lot of options." Coulson explains to Ward.

"Hey, I'm impressed. She just wrangled an invitation on her phone using insider back-channel voodoo in minutes. But sending her in with no raining, you're taking a huge risk. I know Director Fury felt like he owed you after you sacrificed yourself."

"And my card collection." Coulson interrupts him, still angry about that.

"He gave you some autonomy, but Skye in a covert op?"

"Are you worried about her safety or her loyalty?"

"Both. Rising Tide is the reason she was able to get an invite. Who knows how many protocols she broke."

"That's her job. Ignore the protocol, find connections and backdoor nobody else can find. Peter thinks like an agent, not like a hacker. He follows the rules...to his liking. But I can see something else is bothering you."

Ward looks around annoyed and back to Coulson. "She's holding back, sir. She says she wants to be an agent, but she won't commit. She doesn't listen and makes jokes. How did you do it with Peter?" Ward asks, curious.

"You think he was any different? He was four years old when Romanoff started teaching him how to flex his body in ways four year olds shouldn't be know how to. But the reason he was able to do so well was because we weren't hard on him. Were you hard on her?"

"I tried playing nice, too. I need a new strategy."

"Try no strategy. Stop thinking like an operative, start thinking like a person. It worked well for Agent Barton when he taught Peter archery. Just took him to a nice, calming place and taught it to him as if Peter was his son. Try it with Skye, maybe she'll get it easier." Coulson states and leaves.

-

Peter and Ava are back to training while Ward is teaching Skye self defense against an armed man, this time Peter allowed Ava to use her amulet to give her an edge in training. Yet, it doesn't help her lay a finger on him. "How are you so fast?" Ava just asks him while catching her breath. "There's no secret to it, Ava. You just need to work hard, train even harder." Peter explains to her.

"You're gonna die and leave us hanging out to dry, you know that?" Ward tells Skye, getting frustrated. "You're going in with no self defense skills." He explains. "I have a few tricks up my sleeve." Skye informs him. "You need muscle memory, fundamentals, the tools to turn yourself -"

"Into a full bag of tools. Or turn into Peter?" Skye asks and looks to Peter who's drinking water. "Don't get me involved in this. I'm training my own apprentice." He informs them.

"How did you get so good at computer science without committing yourself to it?" Ward asks her. "C.S. comes naturally to me. I'm sorry I'm not naturally whatever you guys are." Skye states to them. "You think this came naturally?" Ward asks her. "I had a brother who beat me and my little brother..for nothing, for eating a piece of his birthday cake. I had to learn to protect us the way I'm trying to protect you." He explains to her. "That was my moment. You asked earlier."

"Sorry, didn't mean to push." Skye states and shows she stole the gun. "But I did manage to get this." She jokes. "Getting the gun is one thing. Pulling the trigger, that's another." Ward explains and they get back to work.

"Hey, since you rarely talk about it, what was your moment?" Ava asks Peter and sees his smile slowly drift off his face. "A moment I wish I could've changed." Peter tells her and they get called in to get the mission assignments.

-

"Skye will walk in the front door. The only external access point to Quinn's underground facility is from a beach cove. A two man extraction team could slip in there, but it's not easy." Coulson explains to them and hands the rest over to the tech team.

"The perimeter is surrounded by a 20ft High neodymium laser grid. Touch it, and you're toast. Dead toast." Fitz explains.

"The only way to disable the grid is to crack the system and trigger a reboot. That would give the team three seconds to cross. Of course, Quinn's too smart to allow any wireless access on his property." Coulson explains.

"That's where I come in." Skye realizes.

"Yes, working compact, holds up under X-ray." Simmons says and Fitz hands her a small makeup case.

"It's a readout. Turns green if you're in close enough proximity to a computer to gain wireless access." Fitz explains. "When it does, just drop it nearby and walk out. We'll do the rest. Easy as pie."

"Got it." Skye states. "Plan, green, drop, walk...pie." She recaps quickly and they all set off to do their thing and May stops Coulson.

"I don't want to question your orders. But this two team extraction team, it's exactly the kind of action I've been hoping to avoid." She explains to him.

"That's why you're not on it." Coulson explains.

"Specialist work is different from field work, believe me." May explains.

"It's not me, either. We need stealth, combat experience, and fast movement." He explains and faces Peter and Ava talking to each other.

"You think she's ready for real field work?" May asks, not questioning Peter.

"Hall's one of ours, and he's in trouble. I need two people to watch each other's backs. Peter makes one. Ava wants the chance to be able to prove herself. You forget, he and me saw plenty of action with the Avengers." Coulson explains and walks off.

"Then you died." May says to herself.

"All right, team, suit up." Coulson tells them.

-

Republic of Malta. Skye exits a cab to a giant, white mansion and enters to see hundreds of rich people around and takes a drink.

"Who are you?" One of the people ask her and she sees someone behind her. "Apologies for his manners, he knows very little English." Someone with him explains.

"Oh, that's, okay. Skye." She introduces herself and holds her hand out. "Qasim Zaghlul." He introduced himself. "Big fan. You built half of Dubai, including the Arabian blade. I love that building. It's super sci-fi. Where's your wife..."

In the Bus, Fitz-Simmons are telling her the information she needs. "Wife names Nadrah." Simmons tells her

"Nadrah?" Skye asks Qasim. _"He has twin sons." _She gets informed. "Staying at home with the boys?" She asks and gets into a conversation and knows she has to get back to the mission. "The pleasure is mine." She tells him and walks off. "I could get used to this, guys." Skye says. "It's like if Siri ever worked." She jokes and sees Ian Quinn talking to other investors.

"Skipper to bravo. I got eves on top dog. The eagle is landing on it." Skye informs them and walks towards Quinn._ "I'm sorry, what did she just do?" _Peter asks through the comms. "I'm sorry, even I don't know. I see Quinn, I'm gonna go talk to him." She explains and keeps walking through the yard towards Quinn.

"Ian Quinn. I'm your last minute party crasher." Skye explains to him and holds her hand out. "Oh. Wow. Great to meet you. This is Skye. A member of the Rising Tide." Quinn explains to his investors. "A group of hackers. I've gotten some pretty big secrets out to the public."

"I prefer "hacktivist." Skye tells them. "I'm glad to hear you've read of our site."

"I read it. We think very much alike. More freedom of information, less government infringing on everyone's rights. I'm a fan."

"That explains the invite. This is a tough party to get into."

"Not as hard to get into as the encrypted back channel you contacted us through to request the invite."

"That's sort of where I live."

"You've got to show me how you did that. I mean, if you sign on."

"Sign what, now?" She asks, now confused what he's talking about.

"I've been known to turn a few black hats into white hats, not just for vulnerability analysis, but for creative thinking." He explains to her.

"Are...are you offering me a job?"

"Well, I didn't invite you here for your pretty face. I didn't even know you had a pretty face. Yes, I want to hire you before someone else snatches you up." He explains and walks away to talk to everyone on the stage.

"Many of you shareholders have been with us for years, and I see a few new names here. But I want to thank you all for traveling so far to this beautiful country and for slumming it at Shaba tal-banar." He jokes and everyone laughs at it. "This country where we are allowed to pursue progress and profit without the stranglehold of regulations that are now chocking our world. The US government, E.U., the DRCT, S.H.I.E.L.D. These are just a few of the institutions that are guilty of halting the development of new technology for anyone...except themselves. We dare defy them with a new idea, they steal in and sweep it out from under us. But not today."

On the beach behind his mansion, Peter and Ava get off of a S.H.I.E.L.D. lifeboat and are in their suits and make their way up to the gate.

"You're all aware of what Quinn worldwide has been able to do with basic minerals, let alone uranium, plutonium, despite these unjust restrictions that weigh the scales in the other guys favor. Well, today, I'm announcing something new. An element that could balance those scales, and I mean that literally." He keeps talking and Skye sneaks off.

In the laboratory downstairs, Hall is moving the gravitonium into the full size model. _"Imagine if you could control gravity, if instead of dripping for oil, it rose up to greet you. Imagine if you could move a super tankers worth of cargo with a swipe of your hand. Well,we will do this and more."_ Quinn's speech continues as Halllooks back at Richard's notes for information.

-

Peter and Ava start climbing the rock wall to reach their location. _"__This could've been a traumatic experience for dr. Hall. He may not be the same when you find him, Peter." _Coulson says into their comms. _"That means it's up to you to talk him down, Peter. Maybe you should show your face. He might recognize you look a lot like your father."_

"Okay, we get it. I go in, Ava watches my back, I get him out, if needed, show my face." Peter recaps and he and Ava reach the top of the rock wall.

-

Back at the mansion, Skye looks around and finds a computer room and tries getting in and it's locked. "It's locked and there's no key." Skye tells them.

_"Check for a keypad." _Fitz tries and she looks and sees nothing on the wall. "There's nothing here. Wait, you can hack a keypad?" She asks him._ "No, not over the phone." _He explains, just trying to see if there was one.

_"Is there a receptionist desk?" _May asks her and Skye sees one. "Yeah, there's one here." She states and goes over to it. "Now what do I do?"

"What are you trying to do?" Someone asks and she turns to see Ian Quinn watching her.

"Just...looking for a pen." Skye says and grabs the pen and a piece of paper. "Gotta write down all these ideas, you know what I mean?" She asks and starts writing. "What are you really doing?" He asks her.

"All right. I'm busted. I was trying to get a glimpse in your office doors, see how things operate."

"I invite you here as a guest, you treat me like another corrupt organization, looking for trade secrets to leak online?" He asks her, surprised. "Security." He falls into his phone.

"No, no, no. Wait. It's just, with all these la-di-da people, you have to be so guarded, so careful...what you say, what secrets can reveal. And...I was hoping that you and I could be honest with one another." She explains and holds up the paper and he reads what she wrote. **_"Shield is listening"_**

—

_"My office had less space and more wheels. You have a view of the ocean and the pool." _Skye tells Quinn while they listen on the Bus.

"Got the dispatch leaking Hall's location." May saying looking at a tablet. "User's an alias.

"Oh, can you trace the DHCP Server?" Fitz asks her.

"Trace is running, but it'll take time. Our girl?" May asks.

"I thought she was done for, but she just sweet talked her way into Quinn's office." Simmons comments on Skye's persuading skills.

"How'd she manage that?" May questions when the signal goes dead.

"Oh, my gosh the signals gone dead." Simmons says and they realize it was on Skye's end, not theirs.

-

In Quinn's office, Skye has dropped her earpiece into a glass of Champagne. "That's better. I haven't felt hat _someone's watching my every move _feeling since I failed my drivers test." She states th Quinn.

"You want to tell me what is going on here?" Quinn asks Skye. "S.H.I.E.L.D. got to you?"

"They picked me up in LA, I helped them in a crisis, and now they want to recruit me. So I played along. Talk about inside info, I have a bunk on their plane. I've been gathering intel, biding my time until I could become useful. I thought this qualified."

"Why would they trust you with a covert operation like this?"

"Something about S.H.I.E.L.D. not breaking international laws. They had no other options, whereas I like to keep mine open."

-

At the cliff side, Ava and Peter are still making their way to the location when they see a warning sign of lasers. Peter checks and picks some dirt up and throws it and it hits a laser wall.

"It's still up. Better stay back unless you wanna learn what laser does to skin." Peter says and they can only wait for Skye to do her part.

"The next patrol can be here any minute." Ava states while she's keeping her eyes open.

_"Skye's offline. We've lost audio and vitals._" May informs them.

"_Abort is not an option, but if she's compromising-" _Ward states.

_"She's still our only way in to get to Dr. Hall." _Coulson replies.

"And were their only way out." Peter states when his sense go off and they hear security checking the perimeter and they hide out of sight.

-

"You're saying that they roped me in because I pose a genuine threat." Skye asks Quinn.

"Yes, and for their profile." Quinn tells her as he's looking out his window. "You're a criminal, you have a warrant somewhere. Specialized skill set." Quinn explains to her. "I try to stay humble, but fail." She tells him. "No family. I'm sorry. I didn't mean to hit a nerve, but that's what these people do." Quinn explains to her.

"S.H.I.E.L.D. they prey on fear and loneliness and desperation, and they offer a home to those who have no one else to turn to. I can offer you something better." He offers her and sees Skye's considering her options.

-

The guards keep looking as Peter leaps above them and Ava uses her taser claws to take out the two men and grab their guns and throw them into the laser wall. "Guys, we can't wait out here forever, where are we with getting in?" Peter asks the others.

-

"You can stay with us, there's no secrets, no lies, no agenda. You're free to do what you do. With no big brother watching over your shoulder." Quinn tells Skye.

"But first, you have to tell me exactly what agenda S.H.I.E.L.D. sent you in here with." He tells Skye. "Well, they wanted me to do whatever it takes to get in here." She explains as she pulls out the device and opens it and she gets a signal. "Get in here and...?" Quinn asks her.

"Bat my eyes. Get you talking." She explains and places the device down and let it do it's thing.

-

On the Bus, the team gets the signal. "She's done it!" Simmons says and they get to work on shutting down the security gate.

-

At the gate, they hear a radio say they know they're there. _"We have a man down. Hostile son the east ridge."_ The radio says and they start getting shot at and they dodge the shots.

"Come on, Fitz, give me a rest!" Peter pleads as they avoide more shots from the men and are up against the wall, trying not to touch it.

_"Okay, your window is open!" _Fitz yells and they watch the wall shut down and they run through before the system reseted and once it does, they don't care about the bullets as they burn up on the laser.

"See ya, suckers!" Ava yells as they run for it towards the house.

"Okay, here's the plan. I'll look for Hall down in the labs, you go get Skye." Peter tells Ava as he closes his eye lenses again.

"Copy that, Agent S." Ava says and heads off to find her.

-

"No, you can't be the only angle. S.H.I.E.L.D.'s thorough enough to know about me and my exploits." Quinn states to Skye. "It takes more than a pretty face to disarm me." He explains when his men come in. "Sir, we have a security breach." The guard explains the to him.

"Oh, the timing on that was perfect." Skye comments on them and Quinn picks up her makeup container and sees what it's doing and pulls a gun on her.

-

In the labs, Peter makes his way through and finds Hall in one of them. "Dr. Hall. Agent S, we have an exit strategy for you." Peter tells him.

"S.H.I.E.L.D.?" Hall asks him.

"Yes, sir. Let's get you out of here." Peter says and starts walking back to the door.

"I'm sorry, mr. S, I'm right where I'm supposed to be." Hall tells him and Peter looks back confused.

Peter looks at him, confused for a minute then replies, "I'll be honest, I ran thousands scenarios in my head on what could happen. I didn't consider you ever saying that." He tells Hall.

-

On the Bus, May was able to locate the mole and shows it to Coulson and he sees it's Hall.

"Hall leaked his location?" Coulson asks May.

-

Peter moves back to Hall. "Look, I don't know what Quinn promised you, but-"

"An opportunity." Hall interrupts him and Peter looks to see a giant gravitonium device. "We can't let Quinn have control of this!" Peter states to Hall.

"We can't let _anyone_ have control over this." Hall tells Peter. "That's why I'm here. To bury it at the bottom of the ocean, with _him." _Hall explains his plan to Peter and the machine comes live.

_"Peter,."_ Coulson calls in. _"The leak came from-"_

"Dr. Hall, I'm putting that together myself." Peter interrupts him. "All petitions, embargoes in the world couldn't stop Ian. He grows more powerful every day." Hill tells Peter. "Then I got word he found this. I'm sorry, S. I had to make a choice." Hall explains and the machine comes alive and gravity starts going haywire.

"This isn't gonna hurt."Peter says as the gets pulled into the wall.

-

Later Peter wakes up and he looks to see a mess of papers, desks and more. "Guys, I need to talk." Peter says.

_"We lost you for a minute, kid. You good?"_ Coulson asks him. _"Hall wanted Quinn to kidnapp him?" _Ward asks, confused.

_"Yeah, why would he do that?" _Fitz asks.

"Quinn built a gravity generator, like the one we found at the crash site, but much bigger." Peter explains as he stands up and sees a box with his father's name on it. "Hall knew Quinn would need him to control its raw power, but hall wanted to unleash it to destroy him."

_"The one we found was 2.5 centimeters in diameter. It stopped a semi." _Simmons comments. _"How big are you looking at?"_

Peter looks for the device and then looks down to see the device and the window are across him. And that's when he realizes that he is on the ceiling without using his powers.

"It's at least 12ft." Peter tells them. "And it's definitely strong enough to take down this entire side of the beach." Peter says as he looks across the room and sees the controls. "I'll disconnect the power before things gets...crazier, I guess." Peter says as he looks to see Hall.

"They can't help you." Hall tells him as he takes a bottle from the containers. "Soon, it'll reach an exponential acceleration state." Hall says as he pulls up a chair. "I'm sorry."

"My team is here. My friend/protege is here. They're good people." Peter states as he walks closer to Hall.

"Sworn to protect all mankind?" Hall asks. "That's what I'm doing, I promise. I'm making things right." He then pours himself a drink and it goes crazy with the gravity problem and the room starts shaking. Peter goes flying across the room and his gun leaves his holder and hall catches it. Peter gets up to see that they're on the wall.

"All I had to do to get access to Quinn's lab was drop little clues, create a puzzle for him to solve." Hall says as he aims the gun at Peter. "Quinn likes to feel smart."

"So you leaked your location for him to find and bring you to him."

"He's addicted to exploiting opportunities. He never gives a thought to the friends, ecosystems, future generations left ruined in his wake." Hall explains.

Peter thinks for a minute and remembers what Coulson told him to do. "Friends like Richard Parker?" Peter asks as he pulls off his mask revealing his face to him.

Hall takes a minute to realize why he looks so familiar to him. "Oh, my god. Your Richard and Mary's kid." Hall realizes.

"That's me." Peter states to him. "I've been told you and him were good friends. Is this something he would've wanted? To turn against what S.H.I.E.L.D. stands for?" Peter asked him as the room begins to shake again.

"S.H.I.E.L.D. it's just as guilty of the same thing. Experimentation without thought of consequence!" Hall states. "Their search for an unlimited power source brought an alien invasion."

"Yeah, not their best moment." Peter replies as he steadies himself from the rooms movement.

"This element is far too powerful for S.H.I.E.L.D., for Quinn, for anyone! But I don't have to tell you that." Quinn states. "I was the one who figured it out that you were going to be born different, you know that?" Hall asks Peter as the entire place begins to shake. "I warned them they would be targeted for someone wanting to get to you."

-

Skye is running away from everyone chasing her when they finally surround her and get the drop on her. Their victory is cut short when Ava comes running in and fights them off when most of them start floating. But Ava uses it to her advantage and finishes them off and gets Skye free.

"Hey, you miss me?" Ava asks her. "Come on, let's get out of here." She says and they run off.

-

In the labs, Peter is getting thrown around the room with Hall as gravity is getting really weird and Peter gets his gun back.

"I see the future, Peter. And it's a catastrophe." Hill tells him. "Even your father knew what this could do to people. Why can't you see it?"

"I just see people in trouble. People who need my help." Peter says as he rips the power free and sees it's not working. "Powers gotten too powerful. I need a catalyst." Peter tells himself. "Something to create a chemical reaction to the core." Peter explains to the others and looks to Hall.

"It's not too late to do the right thing. Help me stop this!" Peter begs the man.

"I am doing the right thing, a completely selfless act. I know history never celebrates what didn't happen. They'll call this a tragedy. They won't understand what I did here." Hill explains. "Killing innocent people? People who have done nothing, some trying to protect others?" Peter asks him.

"We all have to live with the choices we make. Sometimes we have to die with them, too. It happened to your parents."

"You made a call in a difficult situation. Now I have to make one of my own." Peter says, knowing he's going to regret this. "Tell my parents I wish I got to know them." Peter asks hall as he smashes the window and Hall falls through into the gravitonium and starts getting absorbed into it and Peter shoots a web to stop him from flying as the gravity goes back to normal.

As he gets back up, he sees the machine us shutted down for good. He quickly walks over to the box with his father's name and sees it's still closed and everything is still in there.

-

On the Bus, Coulson is watching S.H.I.E.L.D. removing the gravitonium device. "Repeat it back to me." Coulson tells the agent on the screen.

_"Deepest level of the Fridge. Unmarked vault, no access granted." _The agent tells him.

"And no recorded entry. I don't want it listed. I don't want it for the Slingshot." Coulson clarifies and hangs up. "It's what Richard would've wanted." Coulson whispers to himself when he gets a knock from his door and sees Skye.

"Skye, what can I do for you?" Coulson asks her as she enters his office. "Well, while Ward is busy with something with Fitz-Simmons, I wanted to ask you something." Skye explains as it's something that's been bugging her.

"What is it?" Coulson asks. "Peter's parents. For someone who's never met them before, the kid seems to worship them. I want to know how you knew them." Skye asks.

"It's a little bit of a story. So you might wanna take a seat." Coulson tells her.

-

1993

Coulson was assigned to talk to a scientist who has real potential inside of S.H.I.E.L.D., Coulson was the one assigned because he and the scientist have history in the past.

He makes it to a apartment in New York, Queens and knocks on the door and someone he doesn't know answers. She's someone with glasses, dark hair. "Hi, I'm May Parker." She introduces herself to him.

"Agent Phil Coulson of S.H.I.E.L.D." Coulson introduces himself to her. "I'm here to talk to Richard Parker." He explains what he's there for when said scientist sees him in the doorway.

"Coulson?" Richard asks the agent. "Hey, Richard." Coulson smiles at his high school friend and Richard pulls him into a hug. "It's been so long. Last I saw of you, you were working to become a history teacher. And now you're an agent." Richard comments on Coulson.

"Yeah, Well, this is a special visit. How would you like a place at S.H.I.E.L.D.?" Coulson asks his friend.

-

After a few day of working there, Richard met another scientist who worked there. Mary Fitzpatrick. The two quickly got along easily and four years later they were married. Coulson was there as best man since he didn't have family and May brought her boyfriend, Ben who she'll marry just two years after them.

-

It was a normal day in the labs when an accident caused an small explosion. Luckily no one was hurt, but Fury wanted everyone checked on just to be safe. That's when Richard and Mary got the news she was pregnant with Peter.

-

"The rest is self explanatory." Coulson tells Skye. "Once Peter was born, they discovered he was different from other children easily. Then their plane was either hacked or hijacked, we never learnt what happened and they died. Peter made it his life work to be like them in all the possible ways." Coulson tells Skye.

"You ever wonder what the _S _in Agent S came from?" Coulson asks her.

"Yeah, What does it mean?" Skye asks him, wondering it ever since she heard it's his code name.

"Everyone thinks it means _super, _or even _supreme, spectator, superior._" Coulson names a few examples. "But it stands for _Survivor_." Coulson informs her. "Last surviving Parker. He uses that name to memorize his parents and what they sacrificed for him."


	19. Old friends, new information

A week has passed since the gravitonium incident and Peter hasn't really moved past the box of his father's work he took from Quinn's labs. Coulson has given up trying to get him away from it and decides to visit May in the cockpit.

"Maybe I should learn how to fly. It's not too late, right? I could learn." Coulson says, trying to start a conversation with May and she seems keen focused on the sky.

"What do you like best, the freedom? The view?" Coulson asks her.

"The solitude." May answers him.

"Got it, see you in Sweden." Coulson says and leaves her.

-

In the labs, Ward is looking over their new invention. "I only get one shot. And it has to knock a person back, as well as out." Ward tells them and Fitz has a smile on his face as he shows him the new Night-Night gun.

"Which is why we're perfecting this little beauty. .45-caliber cartridges, semi-automatic. Each mag contains eight therapeutic rounds of dendrotoxin." Fitz explains to him.

"We're gonna have this new night-Night pistol working in no time." He states and leaves.

"Are we seriously calling it that?" Ava asks as she's keeping up her training with a normal punching bag, since Peter hasn't been helping since the labs.

Coulson joins them downstairs. "You've seen Skye?" Coulson asks them.

"Not since weapons training." Ward tells him.

"Has she stopped saying _bang _when she pulls the trigger?" Coulson wonders.

"Mostly. Now if she could learn the difference between safety release and magazine release, we'll be making progress." Ward says as he leave upstairs.

Coulson looks and sees Ava training by herself. "I'm guessing this means Peter hasn't shown up even to help you train?" Coulson asks her.

"I've tried to talk to him, but all he says is he needs some time." Ava explains to the man.

"Why don't you just go take a break?" Coulson suggests to her and she agreed to it and leaves to shower off.

Coulson approaches the S.H.I.E.L.D. van and knocks on the window and Skye rolls it down and she has her computer with her. "What's up, Phil?" She asks him. "I'd prefer you not call me _Phil." _Coulson tells her.

"Okay, you're the boss...A.C." Skye says, making a new nickname for him. "Just missing my van a bit, taking a little me time."

"I want your help with something." Coulson tells her. "I'm listening." Skye says and closes her computer.

"Have you ever robbed a bank?" He asks her.

"...no." She answers, a little confused.

"An armored car?" He questions.

Now she doesn't understand where's going. "No."

"How about a casino?" He keeps asking.

"Should I be offended?" She wonders.

"Somebody's stealing millions of dollars in diamonds. They've found a way to crack the security. I want you and Peter to figure out their exploit." He explains himself.

"Peter hasn't been seen much since the whole...last person who actually knew his parents died." Skye states.

"I have him ready as we speak." Coulson states since Peter was eager to get his mind off it.

-

In Sergel's Square Stockholm, Sweden, they make their way to the train where men were taken down singlehanded.

"Yesterday, 25 men, all military, were hired by one of the largest he, brokers in the world." Coulson explains to them as they make it out the train station and enter the train. "They dressed the men in identical outfits, gave each one a randomly assigned briefcase, and sent them along 25 different routes here in Stockholm. No one knew which briefcase contained the diamonds, but they were still stolen."

"Why the Kabuki theatre?" May asks him, regarding what they were reportedly wearing.

"They we're afraid because somebody's targeting diamonds, an armored car in Milan, safe in mingle Carlo, and now this. Over 30 million total. Each theaft all had heavy security."

"If this person can teach me a few tricks, I wouldn't mind. This guy seems more skilled than me, and I don't like there being someone better at sneaking than me. Aunt Nat gets a pass." Peter states as he looks around the room. "But what about the cameras?"

"Fitz-Simmons is checking. The system was dark for an hour. They think it was hacked." Coulson responds.

"Was it the same thieves each time?" May asks Coulson. "Yes, but it was just one thief. A woman." Coulson tells her.

"My bad for assuming." Peter apologizes.

"And she did it all with her eyes closed." Coulson explains.

"Anyone I.D. her?" May asks Coulson.

"Black, athletic build, late 20s, early 30s." He tells May.

"I have a pitch, but it's outside the box." Skye states to them. "Look at my nephew, I live outside the box." Coulson tells her and Peter just looks offended.

"There are people on the world with superpowers, right? Even said Peter does. What if she has ESP or something?" Skye theorizes.

"There are no credible studies that support precognitions, telepathy, or extrasensory perception." May says and Peter now looks to her.

"Then what do you call my six senses?" Peter asks her.

May thinks for a second and realizes he's right. "My bad, he's right."

"Exactly, and this woman knew impossible things. And why close her eyes? That's either random or totally important." Skye says.

"She's right. When I close my eyes, my other senses become more focused. She could've been listening or sensing something." Peter agrees with Skye.

"Why does H.Q. want us to investigate these heists?" May asks Coulson.

"They don't, I picked this one." Coulson tells her.

"Well, I'm getting full bars down here which means if I were down here and 25 guys were in creepy red masks, you know what I would do?" Skye asks and shows her phone. "Instagram." She states and shows photos of the masked men and their surroundings.

-

Back on the Bus, they start reviewing all of the photos they could find. "It's just amazing. Every year, this part of the job hets easier." Coulson states as he flicks through the photos. "Between Facebook, Instagram, and Flickr, people are just surveilling themselves." Coulson mocks.

"With many different filters to choose from." Peter joins in the mocking.

"I could do this pretty well when I was hacking for the Rising Tide, but you guys tag and search in ways people never dreamed." Skye states.

"I could run facial recognition software on the photos, cross reference with anyone in our database." Peter offers to them and Coulson turns him down. "Don't need to. That's the thief." Coulson explains and zooms in on a photo.

"Her name's Akela Amador." Coulson explains to them.

"You certain?" May asks him.

"I should be. I trained her." Coulson explains and Peter looks shocked to see she's alive.

-

Later on they start filling the others on what it is they found and how they know her.

"Akela Amador was a S.H.I.E.L.D. Agent. Seven years ago, she lead a raid on one of Vanchat's gulags. Everyone believed she and the other two agents on the mission were killed. I had doubts, so I sent in a second team, just in case. They could a lot of carnage but couldn't confirm any of it belonged to Amador. Left the possibility of her being alive open." Coulson explains to them.

"She even hanged out with me when Coulson had to leave me places." Peter steps in.

"That's why you chose this op. When you heard about the heists." May interjects.

"There are only a few women in the world who could pull off something so impossible. Since you're here, I thought it had to be her." Coulson tells May.

"Swedish customs confirmed that Amador left the country using an alias on a Swedish passport." Ward says as he pulls up the information. "She flew into Belarus, bought a train ticket to a town called Zloda. I've also put together a list of individuals who could fence that many diamonds."

"She's has had no contact or activity from anyone on this list." Peter states.

"Maybe she's saving them for a rainy day, buying something special for herself." Ava jokes.

"Okay, we need to talk about your proximity to me from now on if you're gonna start cracking jokes." Peter informs her.

"Let's focus on finding Amador." Coulson tells them. "Contact Belarus authorities. Find us a safe place to park the Bus. Put together a list of ins, hotels, and pensions near Zloda. There can't be that many of them."

"She was smart, intelligent, fearless, What's she doing stealing diamonds?" Peter asks Coulson.

"We'll find out when we find her." Coulson tells him and they get to work locating her.

-

They get a plan together once they've reached Zloda and are all crammed into one van and are driving to a location. "This is exciting. I've dreamed of visiting Zloda since I was a schoolgirl." Simmons tells them.

"Zloda, Belarus? A dream come true, really?" Fitz asks her.

"It's the birthplace of Nobel physicist Zhores Alferov. I mean, technically, he's from Vitebsk, but that's less than an hour from here, and I'm a bit disappointed you didn't know that." Simmons states and they start eating into an argument.

"Do you know how to make them stop?" Ava whispers to Peter.

"I've been trying for about five years, I'll let you know when I crack this safe." Peter tells her.

"Our first and only other time in the field wasn't exactly a picnic, was it?" Fitz asks them all.

"You guys are only here to search for Amador electronically." Coulson reassures him. "You guys won't need to leave the van."

"Bus to short Bus." May calls in from the radio. "Go fro Short Bus." Ward replies.

"Next time, I'll decide what we call ourselves, okay?" Coulson states, hating the name. "No argument here." Peter replies to him.

"H.Q. is requesting an update, I told them we're tracking a potential suspect." May explains to them.

"I owe you one." Coulson tells her.

"More like three." She states and hangs up.

They make it to a clearing and park the van. "Of Amador's here, shell have to contact her buyer." Coulson tells them and gets ready to head out. "Scan for cellphone transmissions, encrypted emails, anomalous broadcasts signatures. Call us if you find anything that indicates her presence." He states and Peter is going with them.

"Maintain radio silence unless you really need help." Ward tells them and goes with them.

"What exactly defines needing help?" Fitz asks but Ward doesn't reply and leaves.

-

Coulson, Peter and Ward walk into town to check on some of the locations where Amador could possibly be hiding. "I can only imagine how painful this must one for you, sir. Betrayed by someone you trained and believed in." Ward states to them.

"We don't have all of the facts yet." Peter states, not believing Amador's doing this by herself.

"Sure, but I have to assume the worst, that Amador sold out the other two agents on her mission. Wonder what she got in exchange." Ward explains his suspicions.

"I don't know, big until we do, like Peter said, don't assume anything until you have facts." Coulson tells him and they finally reach the town.

-

In the van, Ava wishes she went with. "There's barely electricity in this town." Simmons states as she and Fitz get to work on locating her buyers. "It can't be that hard to find our mystery woman."

"Unless she already knows we're here." Skye states to them.

"You're not suggesting some sort of precognition or telepathy, because only person on this planet who can do something like that, and even still has limitations, is Peter." Simmons informs her.

"Well, not too long ago, I would have dumped ESP in the _aliens are for crazy people _file. But now...and also the fact that she wears some rock that gives her animal instincts." Skye states and points to Ava.

"It's an amulet, not a rock." Ava corrects Skye as they finally get connected to a server.

"Finally, were in." Fitz states and does his thing.

-

Back in the town, Coulson has a talk with one of the people if they've seen anyone who fits the description and get nothing. They were just walking around when Ward's phone rings and he answers. "Did you locate Amador?" He asks them.

-

"What?" Skye asks, confused since that's not why she called. "No, not yet. But we've found a broadcast with some weird signal encrypted into it." She explains.

"You think Amador might be communicating on that signal?"

"Maybe, but I called with an equally pressing question for you, my S.O." Skye says and Ava can't believe there asking it. "What are we supposed to do wit we have to use the bathroom?"

-

"You broke protocol because you need a bathroom break?" Ward asks them.

"It was a seriously long drive, and everyone's nervous." Skye defends breaking protocol.

"There a container on the bottom of the blue chest." Ward states and Peter is trying to figure out...oh.

-

They then search through the chest and find something at the bottom and...it's a water bottle.

"Please don't tell me you're talking about the bottle." Ava says into the phone. "Because I've never done the whole camping thing, and I'm NOT DOING THIS." Ava warns them.

-

"Agent S, Coulson and I are trying to find a dangerous criminal. If there's nothing else..." Ward states, ready for this convention to end.

"_One last thing, Fitz wants to know if you packed some snacks?_" Skye asks but Ward doesn't answer and just hangs up. They then make it to a hotel where she's been spotted.

"_Dobryy den_." Coulson says to the woman working the counter.

"Good afternoon." She greets to them.

"I'm Agent Coulson. These are is agents S and Ward." Coulson greets them to her. "We're looking for this young woman." Coulson explains while taking the picture of Amador.

"Oh, she's my angel." The counter woman states to them with a smile.

"What's that mean?" Peter asks her, not understanding.

"She has gift. She knows things. She told me to go to doctor. He found a tumor. I'm having surgery next week." She explains to them and they're completely confused. "This girl saved me."

-

Back at the van, Fitz-Simmons are working on the signal and is getting nothing except tv signal. "I can't stabilize it. There's an encrypted local signal competing." Fitz states.

"Mirror it over. I've a couple of Rising Tide exploits that could help." Skye offers and Fitz does as she asks. It only took her a quick minute until she was able to stabilize it easily. "And you're welcome." Skye states to them.

-

"It's very important that we talk with her." Coulson tells the counter woman.

"With her gift, I'm sure she knows you're coming." She tells them and that's when Peter's senses go off. Except it's not to warn him about them. The others are in danger.

-

In the van they're watch the footage and see it come to a stop at a white van. "Russian tv is really boring." Skye jokes when Ava realizes something about the van.

"Guys...does that van look ominously familiar?" Ava asks them, when the screen changes into some x-ray vision. In the van is four figures crouched around a corner.

"What are we looking at?" Skye asks as Ava stands up and sees one of the figures on the screen copying her.

"We're looking at ourselves." Simmons realizes when the camera zooms in on them and they realize they're being rammed. Seconds later, the van gets hit and sends them flying.

"Let's get out of here!" Skye says and moves to the front of the van to drive. She tries reaching for the pedals and she's not tall enough. "Stupid tall people. Call Coulson, get the gun." She tells them and Simmons passes the gun while Ava looks for her amulet to have her strength.

"Safety off." Skye says and accidentally hits the safety release and drops the mag on her lap as Amador comes in for another hit and sends the van tumbling.


	20. Can't be shielded forever

They all return to the Bus with some minor bruising but no life threatening injuries after the crash that occurred earlier.

"Sir, Amador attacked you and your people. Whatever regard you hold for her isn't reciprocated." Ward states to Coulson. "She just kicked us in the teeth."

"How's the team?" Coulson asks Peter.

"A little shaken, but nothing broken." Peter is happy to say.

"It might take our people some time before they could refocus now." Ward states to him when Skye approaches them. "I think I can recover the data signature of that encrypted broadcast. I don't understand it yet, but that's how she was watching us." Skye explains to them.

"I'll give you a hand." Peter offers his help. "Maybe we can start watching what she's seeing faster." He explains and they leave to get to work.

"You were saying?" Coulson asks seeing they're still focused.

After half an hour, Peter and Skye were able to get trough. "This is weird. It's the same feed that was watching us in the van. Here, I'll put it on the monitor." Says Peter and they pull it up.

"Maybe the lens broke when she rammed us." Simmons suggests but what they see in the footage is a Amador looking into a mirror.

"Are we recording this?" Coulson asks them and Peter starts recoding.

"How are we seeing this? I don't see a camera." Ava asks and states seeing only Amador.

They watch as Amador pics up a tool and the tool leans closer to the camera but also towards her eye.

"It's her eye. She's the camera." May realizes when Amador closes her eve and they see through her skull and sees her eye is a entire device wedged in her head.

"It switches to backscatter when she closes her eyes." Fitz realizes and Skye looks to Ward. "You're a robot. Can you do that?" She asks him as a joke and Peter laughs at it.

"Who has tech like this?" Ward asks anyone.

"We don't. Not like this, that small and internal." Fitz tells him. "That's at least a decade ahead of anything I've seen. Thought, now that I've seen it, I could maybe approximate it, the backscatter x-ray, a micro-transceiver that somehow doesn't fry her brain, an internal power source. All miniaturized. Honestly, it's...genius."

"We have to bring her in." Coulson tells them.

"We have to take her out." May disagrees with him. "She's a weapon. I'll call H.Q. see if we can bring a task force in to help us." She tells Coulson.

"Our team can handle this." Coulson interjects.

"I get it. You feel responsible, maybe you pushed her too hard. But she tried to kill four members of our team." May states.

"If she wanted to kill, she would've done it and gotten it over with." Peter states to Ava while watching Amador's facial muscles remembering his training with Natasha to be observant of your opponent. "Something else is going on here." He explains to her while the others argue. "She isn't doing this by herself."

They watch as she's writing something on a piece of paper. _"_**Can I sleep?**" The note reads and Peter is thinking he's right. "Why does she have to ask for permission?" Simmons asks when a message appears on the camera. _"Stand by"._

"She's not being watched. She's being controlled." Coulson realizes and turns back to the others. "We have to find her. We'll take shifts watching the feed. Sooner or after, she'll look at something that will clue us in on her location."

"Wait. I might have something." Peter tells them and he rewinds the feed and it shows a receipt for room service dinner at the Crown Regent Hotel.

"Nice eye, Peter." Coulson congratulates him. "We got a location. We need a way of getting her out." He tells them and Peter has an idea.

-

At the hotel, an hour later, Amador is woken up when her light is turned on and she looks to see May watching her. "Whoever's monitoring you, do they have audio?" May asks her.

"No. But they'll use facil recognition to determine you're a S.H.I.E.L.D. Agent." Amador informs May.

"So I don't have to introduce myself." May states.

"Did Coulson send you?" Amador asks.

"More or less." May replies since this is Peter's plan. "I'm bringing you into S.H.I.E.L.D., you'll get a fair trial, and no one else gets hurt."

"You have no idea, do you?" Amador asks her regarding the device.

"We know you receive orders." May tells her what they do know.

"Then you know that once they see you, only one of us gets to walk out of here. They built in a fail-safe." Amador tells her and May sees Peter was right about there being more than it seemed.

"Either I kill you...or they kill me." Amador tells May and this wasn't hiw they wanted this to go, but they were prepared for it when the door breaks down and Peter holds up a Night-Night gun and shoots her.

-

After what feels like hours for her thatAmador starts waking up in the containment room on the Bus and she sees Coulson sitting in a chair.

"Hello, Akela." Coulson greets happy that Peter accounted for the event. "You're safe now." He tells her and she sits up.

"Give it a minute. We hit you with a powerful dendrotoxin." He tells her as she's confused why they haven't killed her yet.

"There's a kills witch in my eye." Amador tells him. "Why hasn't my handler blown it yet?" She wonders out loud.

"As far as your handler knows, you fought Agent May, payout both went down, then you got up and left the building to complete your mission." Coulson tells her. "How?" She asks.

9we hijacked your feed. One of my agents is wearing a set of glasses mimicking your implant. Right now it's transmitting his point of view as if it were yours. It even has backscatter imaging." Coulson states as Skye and Ward left earlier to complete the mission with Peter behind the screen watching with Ava in the Bus in the labs.

"I get messages from my handler." Amador explains. "We're receiving those, as well." Coulson replies to her. "My agents on his way to the Todorov building, completing your mission while we disable the failsafe in your eye. I promise, they can't see you." Said Coulson as she looks to him.

"How long have they been monitoring you?" He asks.

"Years." She answers. "Why are you doing this, Coulson?" She wonders not seeing what he has to gain.

"I need to know why a proxy card is worth thirty million-"

"No, why are you doing this? Why help me?" She corrects herself and him. "Where's the I told you so?"

"That's not who I am and you know it. I'm just glad you're alive." Coulson tells her.

"Vanchat would have never caught us if I'd just done my job. I should've listened to you, trust my team the way you insisted. If I had...they might still be alive." She states while starting to tear up.

Ward parks their vehicle outside the Todorov building with Skye in the back working on keeping the charade of Ward being Amador. "I think this is some research facility, wonder what's going on to cost thirty million in cash." Ward says to Skye.

"We wireless?" Ward asks Skye and she detaches the cord from his glasses and Ward waits to complete her mission.

"How'd you manage to escape?" Coulson asks Amador while bringing her water. "I didn't escape." She explains to him. "Got caught in a crossfire, went down. Woke up in some half-assed triage bay, blind in the eye. Spent the next four years alone in a cage at the bottom of a copper mine." She explains while taking some water.

"We looked for you. Heard rumors you'd been taken to Shanxi province." Coulson tells her.

"When a team finally came, I thought it was you at first, but..they weren't S.H.I.E.L.D." She tells him remembering everything. "Who were they?"

"Don't know, even to this day, but they were organized." Amador tells him. "Took me to a clinic. I had multiple surgeries. U til one day I could see out of both eyes again. I was grateful, until I realized what they did to me. Someone watched my every move. I had no idea until the messages started appearing. Then the assignments came after. Mostly came down to stealing something, following someone, breaking into someplace. I tried ignoring them, but when I did, I'd get this pain in my head. And now when I think about my years in the cage...I miss it." She confesses because back then she didn't have to do horrible things to the world and she could sleep in peace.

"I know you're tired, but I need your help." Coulson tells her.

-

Skye starts getting a message on the screen and closes the footage. **Location confirmed. Proceed to delta S.** The message reads.

"Testing backscatter." Ward says and pushes a button on his glasses and they seem to work.

"You're good to go." Skye says and hands him the card and he leaves to figure out what's here.

-

"Come on, Akela. You've never spoken to or met anyone in person?" Coulson asks her. "No, only contacts are the messages I receive from the Englishman." Amador tells him and that gets Coulson's attention.

"The Englishman? You're handler? How do you know he's English?" He asks her.

"Just by the way he phrases things. Lift instead of elevator, boot instead of trunk." She explains and Coulson understands.

"What else do you know about him?" Coulson asks.

"He's late 30s, early 40s. Uses dated references, disk drive instead of flash drive. Burma instead of Myanmar."

"How's his typing?" Coulson wonders, maybe that can narrow down a few others.

"Clumsy. It's like he's taking his time with it, makes a lot of mistakes. He stops halfway through some words and continues, like he's reaching across the keyboard." Amador tells him.

"Might have a missing arm. Maybe a accident." Coulson puts together and Amador smiles.

"I forgot how good you are." She tells him and is called by Simmons.

_"Sir, were ready down here." _She says and Coulson knows she's talking about the surgery. Coulson gets up to leave to talk to them but stops by Ava and Peter.

"Peter, I need you and Ayala to find out who's fingers on the trigger and stop them incase Ward bets caught." Coulson tells them. "We'll get on it now." Peter says and loads up the computer to start with what she told Coulson and he leaves to talk to Fitz-Simmons.

"So he must be local to know where to bring her easily quick." Ava suggests.

"So that squares down from the four corners of the earth." Peter replies.

"You have any ideas where he could be transmitting from?" She asks while Peter pulls up a map.

-

"I've had a running algorithm every time Skye gets a message, we get closer to our guy." Peter tells her as they get another message and shorter range to look. "See?" Peter asks her and she's constantly impressed.

Back in the building, Ward is going past security hoping not to look at any reflective surfaces and scans his card and goes inside. "Approaching Delat 3." Ward tells Skye and moves past security and into a office and sees someone at a desk.

Skye in the car gets the message through. **Target sitted. Stand by.** It reads and she gets confused. "What do they mean, target?" She asks Ward.

"It's never good, especially for the target." Ward tells her while hiding from site. "Let's hope it's a knockout and not kill." He hopes.

"You should get out of there." Skye suggests and Ward isn't planning on it.

"I've already come this far, I'll finish it. No matter what." He tells her and he didn't know what the next message was. **Seduce him.**

Ward is now frozen to what he has to do now. "Help." Was all he says in response. "I'm just gonna knock him out." Ward states and heads towards the door.

"Ward, wait. We might need him to get through the next door." Skye tells him. "Remember, they're expecting seduce not kill."

Ward looks at the man behind the desk and can't believe he agreed to do this mission. "I don't think I'm his type."

Skye decides to help him as much as she can by zooming in to get a look at him. "Cheap haircut. 5 o'clock shadow. Nope, odds are you guys play for the same team." She states regarding what he's into.

"You're gonna have to bromance him." Skye suggests. "Talk sports, vodka, Victoria secret catalog. Be friendly, Agent Ward. Can you do friendly?" Skye wonders as Ward enters and the man gets up from his desk and starts arguing in Russian and they start talking.

"Show me your identification." He tells Ward as he starts searching his pockets for something to keep him distracted.

"How about that game last night?" Ward asks him and he doesn't reply.

"Your I.D." He tells Ward and Ward tries explaining how he left it home after meeting two girls and he doesn't even flinch.

Ward just gives up and goes to knocking him out. He then takes his card and enters the room and sees two people working and they look at him.

Ward looks around the room and sees chalkboards and equations everywhere. He keeps focusing when a he looks and sees what looks like a sorta subway map and a camera goes off on his glasses.

**Mission complete.** It reads and he knows it's time to leave but he's still confused to what he just did.

-

A blimp finally appears on Ava's handheld device of the trader while she holds onto Peter's back.

"They sent another message, we got a location." Ava tells Peter while he's driving a motorcycle down the streets, that he knows how to drive since he was ten (courtesy of Natasha) and head to the location.

"He's just a few blocks from here." Peter says seeing the location.

"Somewhere in Victory Square. One more message and we will have his precise location." Peter says while speeding up to make it before he could escape.

They make it to Victory Square and they get another ping as they get off the motorcycle.

"It says he's 20 meters from us." Ava says and they look up to see a someone with only their left hand exiting a home. He's got short blond hair, prescription glasses, looks like he's entering his 40s and it seems that his left arm is missing.

"I think we have him." Peter replies and they start head towards the man, but as soon as he sees Peter he pauses.

"Peter Parker, Agent S." He tells them and they're completely confused to how he knows Peter and his secret code name.

"How do you know who I am?" Peter asks him while getting his gun ready from under his shirt.

"I have a message for you." The man tells him and Ava also gets her gun ready. "You can't hide in the shadows forever. We will catch you. You won't be shielded forever." He tells Peter just before a flash of light goes off in his eye and he drops to the floor dead.

Peter is just standing there in shock to what he told him. The people who he was told about, the people who took down his parents plane and killed them to find him. They're still out there, and they know where to find him.

"The man was a former scientist who fell off the grid a few years ago. A dr. Curt Conners." Coulson tells everyone as Amador has the bomb out of her eye now.

"My handler was as trapped as I was." Amador states realizing the truth. "Which means the real threat is still out there." Coulson states.

"S.H.I.E.L.D. is trying to decipher what was written on that chalkboard. Nobody's never seen anything like it. Some think it's alien language, some think it's some sort of equation." Coulson tells her as Amador's ride is here.

"You'll get a fair trial, I promise." Coulson tells her. "I plan on testifying. And a few other people will gladly." Coulson explains since Peter also offered.

"Thank you." Amador tells Coulson and is taken out.

Peter is still in shock to what that man said while sitting on the couch on the living floor with Ava across from him. "Nobody, outside a handful of people know about Peter Parker and Agent S being the same guy. An even fewer number know Peter Parker even exists." Peter explains his fear to Ava.

"I was told stories about why I don't have parents for years. Some said they had to go away and couldn't contact me. It wasn't until when I was about eight, when I was told the truth. They were killed in a crash while heading to the HUB to check on some secret encoded message that went down with them. I assumed they got what they were after when they died, until today...they were after me. It's always been me. I was just a few months old at the time my parents died. But they knew I would grow up to be different. Now I know they're out there and actually know I'm a S.H.I.E.L.D. Agent, I now feel like I have to watch over my shoulder every second." Peter drones on as Ava just pulls him into a hug.

"You're not gonna be alone, Peter." Ava tells him making a promise. "You won't face this alone." She states knowing if someone tries to take Peter, they'll have to go through a dozen people before getting to him.

But the question remainsis who's out there that has access to S.H.I.E.L.D. and knows who Peter is? And why do they want him so badly to be patient to wait over ten years to get him?

——————————————


	21. Scorched

On the Bus, Ward and Peter are playing chess, and so far Ward has the upper hand with Peter only having a pawn, castle, and a bishop along with his king.

"From here on out, every decision you've made has lead you here. I accept your surrender." Ward tells Peter, but it becomes a hollow victory when Peter moves his bishop and Ward realizes what just happened.

"Checkmate, I accept _your _surrender." Peter corrects the agent and he didn't realize he missed that.

"Okay, how on earth do you do that?" Ward questions since they've been playing dozens of times and Peter has been getting the upper hand every time Ward is about to win, it's starting to feel like Peter is taunting him.

"Did you forget I was trained under _the _Natasha Romanoff?" Peter asks since this was what his every weekend used to be like. Natasha training him to see trough his opponents moves, get inside their head and mess around with them if you can.

Coulson watches them for a minute with May when the alerts go off that there's a new mission for them. "Chan Ho Yin. Just a struggling street performer until a few years ago, when mr. Chan began to exhibit moderate pyrokinetic abilities." Coulson informs the whole group.

"So what gave him powers?" Fitz asks Coulson. "It's still under investigation. But Chan did live near the decommissioned Wan Tai nuclear plant when it caught fire." Coulson explains.

"Yeah, that sounds like the ideal place to get powers." Ava states to them and Peter agrees with her theory. "So how did we find out about him?" Simmons asks Coulson.

"Informant saw him lighting torches in a street show...with his pinkie." May explains to her. "That's probably what got S.H.I.E.L.D.'s attention." Peter replies to her.

"We told him to keep his abilities under wraps. He's been on the index ever since." Coulson explains the rest.

"The index?" Skye asks, since she never heard of this. "It's the list S.H.I.E.L.D. keeps of people and objects with powers. Me and Ava are on that same list." Peter explains to her.

"Wait, how many are there?" Skye asks since she thought Peter and Ava were the only two inside S.H.I.E.L.D. "Are you saying there are enough people with powers to keep a list?" She asks them.

"It's a really short list." Peter tells her. "Some on the list are mostly our age. A teenager who can walk through solid objects. Another one who has sharp claws coming from her fists, she still scares me. A girl who can stretch herself long distances. And also a girl who can control squirrels. I...just don't ask." Peter informs Skye and to May's mind, Peter's listed a few candidates for the Young Avengers initiative Fury is trying to put into place with Ava and Peter being the leaders.

Those members being Kitty Pride, Kamala Kahn, Laura Kinney, and Doreen Green. The other members being Sam Alexander, Luke Cage, and Danny Rand. Their codenames being Nova, Powerman, Iron Fist.

"And the list is made to protect all of us. And in some cases, S.H.I.E.L.D. has had to go in and contain them." Peter also admits.

"Mr. Chan was low risk. He had a Agent watching him who checked in every few days with him. That's how we discovered him missing." Coulson informs and may shows his home looks untouched and pulled up Agent Kwan.

"_Hello Agent Kwan, how are you_?" Peter asked in Cantonese, one of the dozen languages he's fluent in.

"_Not as good as I could be._" Agent Kwan responds in Cantonese as well.

"Everyone, this is Agent Kwan, Chan Ho Yin's case Agent." May introduces him to the team. "What can you tell us?"

"Not much, I'm afraid." Kwan tells them in English this time. "Chan is a magician, so at first, I thought he'd made himself disappear."

"The file says you caught him violating his index agreements before." Coulson remembers in his file.

"On two separate occasions. Claimed we were _hampering his artistic expression_. But late last night, he was taken by professionals. The only thing they left behind was thus scrap of aluminuzed material." Kwan informs them and shows them the sample.

"Isn't that for Fireproofing clothes?" Ava asks Peter and she's right.

"That means who took him obviously knew he had powers." Peter states out loud.

"Yes, and we think we know why." Kwan tells them and they listen to him. "Over the last few days, tech division discovered a crack into our data stream. It's the same cyber punks who hacked us before. Somehow, they got in again. It's the Rising Tide." Kwan informs them and they look to Skye.

-

Coulson and Ward takes Skye to his office to talk to her privately. "The Rising Tide is a huge organization of hacktivists from all around the world. Any of them could've done this." Skye defends herself.

"No ones saying that you did." Ward informs her.

"But you're thinking it. I can see your face thinking it. I'm sure you're taking into account that I have been living in a plane with you this whole time. It would be impossible for me to hack S.H.I.E.L.D. Especially with Peter." Skye states to them.

"Or even easier. We're gonna need more than that." Coulson tells her, since they can't just take her word this time.

"Let me prove it then. I'll trace the back, and I'll prove it wasn't me." Skye says and Ward thinks they should let her do it.

"Then do it and fast, the longer Mr. Chan's missing, the more danger he's in." Coulson states and they're ready to get to work.

-

Skye and Peter do their thing and work together to find where the hack came from and it was easy with them both working on it. "I think we might have our origin." Peter says and Skye looks to see he's right.

"It's in Austin, Texas." Skye tells them. "We got a name?" Coulson asks them.

"No, but we do have the location, it was some cafe, but were in the system." Peter tells his uncle.

"I'm gonna hack into see if any credit card charges from that day match up with any known hackers." Skye says and a name comes up.

"Miles Lydon, That's definitely not Skye." Ava states reading the file they pull up.

"You know him?" Coulson asks Skye. "Every hacker in the world knows him." Skye informs him.

"Not Judy the hacker world, this is the guy who infiltrated the kremlin." Peter states and they're heading to stop Lyson and find what he knows before chasing down who took Chan.

-

They make it to Austin and Ava with Skye check out the cafe where he logged in and he hasn't been seen in a while, when Ward and Peter get eyes on him.

Peter is watching from above while Ward is on ground level and once Lydon sees him, he takes off and Ward chases him. "I've been made." Ward warns them and Peter chases him from above as Lydon tries getting away in his vehicle where Coulson is driving after him and Peter swings on to the roof and sticks on.

"Hang on there, Peter." Coulson warns him. "When am I never hanging on?" Peter questions as they're in a chase and Peter tries webbing his car, and tries not to get them stuck and Lydon activated some gridlock protocol from his phone and Coulson can't chase him anymore.

Luckily, Peter was able to get around the vehicles and webbed onto the tires and Peter uses his strength to stop his car. Coulson exits the car and arrests Lydon. "Nice work, kid." Coulson comments on his quick thinking.

-

They get to Lydon's place and it turns out that Skye and Lydon actually know each other and she warned him what to look out for. "How long were you two in contact?" Coulson asks her.

"I contacted him once when I joined to tell him I was okay, and earlier today." Skye answers honestly.

"When you tipped off an active suspect?" Peter asks her with his mask still on while around Lydon.

"No, it's not like that. We both met when we were both a little screwed up. Okay, he was a little screwed up, I was a lot." She corrects herself. "We looked after one another." Skye explains and to the two of them it sounds like what Peter and Coulson wound do for each other. "That's why I warned him, not because were working together on this, but because we're friends." Skye tries apologizing.

"So, if not you, who is he working for?" Peter wonders. "Nobody, he's an idealist, believes in freedom of information." Skye explains to them.

"That information cost a man his freedom, and not only possibly compromising more of the people on that list, but you also sabotaged our attempts to remedy that." Peter states since he always stands on the side of human kind, but also on the enhanced kind.

"No, I came here to find what Miles knows about Chan. And he knows nothing. He's a dead end, harmless." Skye tells them and Peter leaves to find how they're doing with interrogating Lydon. "I was gonna find out everything I could to try to help. I juts felt like I couldn't tell you guys everything."

"The classified information you stole, who did you give it to?" Ava asks Lydon. "It's information. It has a life of its own." Lydon tells her and she doesn't know if he's crazy or he actually believes that.

"What happened to mr. Chan?" May questions him. "I don't know who that is, so why don't you tell me?" He asks when Peter comes in. "We get anything?" Peter asks them and sees he knows nothing.

"Coulson says to take him in." Peter informs them and May handcuffs him and they begin to leave.

"Gather all the evidence and secure the prisoners. We got what we're looking for here. We're heading for Hong Kong." Coulson tells them and they head back to the Bus.

-

Peter and Ava decided to kill time listening to Skye and Miles argue with each other since they've got nothing to do until they've reached Hong Kong. "So, I guess due process isn't really S.H.I.E.L.D. protocol." Miles states to the camera.

"They don't have time for it." Skye tells him.

"Whoa, are you defending them?" Miles asks her. "These people are denying our basic rights."

"It's not about us, they're trying to save someone's life." Skye informs him.

"Listen to yourself. That's what they always say to justify invading privacy, Skye. They stand for everything we despise. Secrets, censorship. And they've got child soldiers now?" Miles questions referring to Ava and Peter.

"Enough with the manifesto, Miles." Skye states and Peter just shuts off the camera at this point.

"The guy just keeps hiding behind platitudes." Peter tells them.

"He's dirty, I can feel it." Ward states to Fitz-Simmons who are searching though everything on Dylon.

"Actually, there's not much on him. He's got no family records. His apartment is under an alias. And he plays Minecraft a lot, where he runs a nasty mob." Simmons tells them.

"Zombie pigment?" Ava asks since she used to play the same before everything and then Simmons finds something.

-

Ward goes into the interrogation room where Skye and Miles are. "She's been defending you, saying you're a stand up guy. So I'm gonna give you a chance." Ward says and drops a file on the desk. "You wanna tell her, or should I?" He questions him.

"I don't have to listen to you." Miles says and Ward takes that as his answer. "Your boyfriend here made a few deposits in the days following the leak. All said it's about a million dollars." Ward explains and shows the payments.

"I can explain." Miles tries to, but Skye interrupts him. "Did you sell information? Did you?" Skye asks and waits for his answer.

"Yes." He answer honestly and Skye is angry. "What the hell were you thinking?!" She asks him.

"It was a million dollars. And the woman was harmless, I looked into it." Miles tells them both.

"No one with good intentions pays that kind of money for information." Skye states to him.

"Who was the woman?" Ward asks him, seeing something useful.

"A fan of the Rising Tide, some rich girl in a flower dress. She knew about me, said I had a gift. Thought people like us deserved more. Wanted me to crack into a S.H.I.E.L.D. feed. It didn't seem like anything I hadn't already put out there, so I did it. And I tracked the money so it want some evil corporation. Just some eco research lab." Lydon tells them.

"Ecological research?" Ward asks him.

"Yeah, insects, some stuff with centipedes." He says and that shocked everyone hearing it. The same people that turned Mike Peterson into a weapon have Chan.

-

At a research lab in Hong Kong, the girl in the flower dress is looking over Chan and sees that he's working with the new centipede serum without going nuclear like the past subjects and are ready to go to stage 2.

That stage being drain him of all of his blood and see why he's able to do as said.

-

Back on the Bus, they're all coming up with a plan now knowing who they're up against. "First L.A., now Hong Kong. What kind of organization is doing all of this?" Ava asks them, hoping someone understands.

"Could has to be international, well financed, interested in creating a super soldier. Let's hope when we find mr. Chan we get some answers." Coulson tells her.

"Using the account information Lydon age us, I was able to find his location here." Peter tells them while pulling up a map of Hong Kong.

"Any ideas what centipede wants with Chan?" May asks them.

"Hard to say, buy Simmons thinks considering he's pyrokinetic, there's a good chance his genetics could stabilize the Extremis element of the centipede serum. It would keep them from going...boom." Fitz explains and they know that means they're not going to leave Chan alive long.

-

As they all get ready to head into the lab, Coulson asks Ward to watch over the two prisoners. Peter grabs his mask and places it onto his face. "You know, if they're looking for super soldiers..." Ava tries to tell Peter and he already thought of it.

"Don't worry, Ava. I have the tendency to be hard to capture." Peter tells her and they meet up with Kwan.

"This facility has five floors. First four are research. Fifth is listed as maintenance but uses half of the buildings energy." Coulson informs the Hong Kong people.

"Either they're guarding the worlds largest vacuums, or that's where they're holding Chan." Kwan states.

"Send your B and C teams in through the tunnels to secure the lower floors. Warn them the centipede serum is highly explosive." Peter explains and Kwan understands and they're going through the roof.

-

They make it to the roof, Peter and Ava use their powers to break a hole in the ceiling and they start searching with heat signals and are looking for the largest one.

They find dozens in one room and Ava with Peter kick down the doors and there's only three people guarding him, and Peter webs them to the wall and the agents start releasing him Chan from the restrains.

Peter webs up the last guard when his senses go off and he sees that Chan burned a hole in Kwan's chest. "What did you do?" Peter asks him.

"I've set myself free." Chan says and sends a blast of Fire their way, but whatever was protecting his skin has worn out after whatever centipede did to him so all he ended up doing was burning his hands.

"You were all forcing me to keep my gift locked up inside." Chan states to them as they run for cover.

"Chan, I'm sorry you've lived a life you didn't want, but violence never solved anything." Peter states to Chan.

"It will at least keep me from being a prisoner. By you, by them, there's no difference. Have you ever wondered why they let you, a child, become a Agent? Because you were special, or was it because of your abilities?" Chan asks Peter and he asks himself that a few times.

Chan sends a blast of fire at them and Ava quickly moves before it could hit her. "I'm pretty sure his file said nothing about being a complete psycho." Ava states to Peter.

"Chan, believe it or not, this can get worse for both of us."

"Chan Ho Yin might have believed your S.H.I.E.L.D. lies, but not Scorch." Chan tells them, giving himself a name.

"Wait, who?" Ava ask Peter.

"Oh, no, they gave him a name." Peter states and that means he's gone off the deep end and they pull out theie Night-Night guns.

"Give me some cover, we'll make it so he wakes up in a contaminant facility." Peter says and they both raise up to shoot him and Chan breathes a firewall to protect him.

"Nothing can stop me!" Chan states to them.

"Where's Coulson when you need him?" Peter wonders.

The woman in the flower dress is taking what she can before trying to escape.

Peter and Ava are able to make it out of the room and barricade the fireproof doors. "Well, That happened." Ava states when they hear Chan blow something else up inside the room.

"We didn't barricade the other doors, did we?" Peter asks her and Ava realizes their were other ways he could've escaped.

-

Scorch makes his way through and runs into the scientist who was trying to dissect him.

"Please, we can help you. Make you stronger, take the name Scorch and make it mean something." The scientist pleads as Chan doesn't listen and slams his fist into the floor and the entire floor turns into flames and he burns her into ashes.

Coulson comes up behind him, seconds too late and sees him. "Mr. Chan, we don't want to hurt you." He tells Chan and that makes him look to him. "But we're gonna have to." Coulson says as May comes up behind him and injected more of the centipede serum into him and then thy run for it.

As they're doing that, Peter and Ava downloaded everything they could and ran for it themselves as the building goes up into flames.

Coulson gave Lydon a device that'll keep him from doing anything with the Rising Tide, even sent the money Lydon got from hacking into S.H.I.E.L.D. to Agent Kwan for his family.

Peter and Ava were looking into what they stole from their building. "This is a lot of stuff from S.H.I.E.L.D., nothing new on my side, how about you?" Ava asks Peter and sees he's staring into the computer screen in shock.

"Peter, what's wrong?" Ava asks him and look at what he sees and is shocked about what he's looking at.

It's everything about Peter Benjamin Parker. They assumed they knew about him being Agent S, but it's much more than just that. They know where he's lived, what missions he has been involved in, where he grew up. Everything down to where he was born.

-

The lady in the flower dress visits someone she knows in prison. "Well, you know I'm not going to do the talking." He tells her.

"The Doctor is dead. She did find a solution to our combustion problem. It won't be long until we have stale subjects. We're into stage 2 now." She informs him

"That mean my situation's going to be improving?" He asks her.

"Well, other problems have surfaced...resurfaced, I should say. The S.H.I.E.L.D. unit, they were the same who took care of mr. Peterson in Los Angeles."

"Not much I can do in here. So why visit me?" He is still asking.

"I need you to get back in touch with the clairvoyant. Peter Parker seems to finally be ready for us to begin stage 3." She tells him and sees him go into shock to hearing that name.

"The one who can give our toy soldiers a kickstart off the shelves. You think you can secure his DNA? The clairvoyant doesn't like to be touched." He tells the girl.

"We'll find a way to get him. He may think S.H.I.E.L.D. will keep him safe, but he'll learn that they're not invincible." She tells him and knows that they need Peter Parker alive to hopefully either brainwash him, or get a sample of his blood to create indestructible soldiers.


	22. Classified information

The team has to take an Agent Shaw to the Hub with the information he collected. The others tried offering help with hacking into the information, but Coulson calls them off.

"The information is classified, Level 8." Coulson tells them and they all understand and he leaves them. "He can just shut us out of the process like that?" Skye asks them since she doesn't know about clearance levels.

"He did say the mission was Level 8." Ava states to her. "And everyone besides Peter aren't." She explains.

"What clearance does he have?" Skye wonders and nobody is quite sure themselves.

"S.H.I.E.L.D.'s whole structure is based on the hierarchy and compartmentalization of intelligence. Every Agent can't have the intel on every mission. It makes the entire organization vulnerable." Ward tell her.

"The way we do things here, and at the Hub are different ways." Peter explains as he enters the room while reading his science book.

"The Hub? What's the Hub?" Skye asks.

-

The Hub, a entire base similar to the Raft. One of the many S.H.I.E.L.D. bases around the world. "Didn't realize Big Brother was this big." Skye states seeing everything.

"Oh, if you think this is big, you should see the Triskelion." Ava replies to her.

"Why does everyone dress the same here?" Skye wonders and nobody really knows why.

"Agent Sitwell." Coulson greets the agent approaching them. "Good to see you feeling better. Agent Hand's waiting for you and Agent S in the situation room." Sitwell tells them.

"And she doesn't like to wait." Coulson states and they head for the room. "Your Level 7s can join us in the briefing." Sitwell tells them as they scan their faces and head into the situation room.

"Victoria Hand...is here." Fitz-Simmons both say. "We should probably head over to the tech corridor." Fitz says and they both head off leaving Ava and Skye.

"I don't think the Hub likes me here." Skye tells Ava.

-

In the Situation room, Coulson, Peter and May and Ward meet up with agent Hand. "Agent Coulson, Agent S." Hand greets them both. "Nice to put a mask and face to the names." She states since Peter is still wearing his mask since a handful of Level 7 agents know him.

"Likewise. You already know S, these are Agents May and Ward." Coulson introduces them to Hand. "Well, now we've gotten that over with, here's what you can know. The intel you recovered from Agent Shaw tells us that a separatist group from South Ossetia has built a weapon called Ezbiitometer." Hand tells them.

"The overkill device?" Peter asks her. "A little dramatic for my taste. I imagine something was lost in translating." Hand tells him. "We've intercepted chatter that tells us they plan to use the weapon in the next 24 hrs to declare their independence from Russia And Georgia." She explains and pulls up a photo of the device, which sorta just looks like an electronic squid.

"We believe it creates sonic vibrations powerful enough to trigger weapons from a great distance, anything from the missiles on a helicopter to a nuclear warhead sitting in its silo." Hand informs them on it all.

"So we go in before they can use our weapons against us?" Coulson asks Hand.

"That's why I need a 3-man team to sneak across the disputed border undetected, break into the separatist stronghold, and sizable the weapon before they decide to use it." Hand tells them on the plan. "And you have three people who fit the part." She says and Coulson looks to Ward, May and Peter.

"Not a problem. I was I Georgia during the '08. I still have some contacts on the south Ossetian border." Ward tells her.

"And you'll have to use them. But we don't have specs in the device, so I need someone on the team who can identify and dismantle it onsite. And since we don't know where it's belong hidden, we need a smaller agent." Hand explains and they realize it's not May and Peter they want.

"Please tell me you don't mean..." Peter is silently begging that she isn't saying she needs Fitz and Ava on the mission.

"I think she does." Coulson says.

They meet back up with the others and sees Fitz having some problems with the automatic doors. "This isn't gonna go well." Ward says and Peter doesn't know how he feels of Ava going out herself.

-

They head back to the bus so they can get what they need. As of now Ava is packing everything she might need for the mission, being some clothes, gear she might need, ad her amulet. "I just don't understand why they would ask for me to do this, and not you." Ava states since it seems like a serious mission.

"Maybe they're staring to see you as a real agent." Peter says, trying to reassure her.

May is talking to Ward and Fitz about what he needs to do. "You need to disable the overkill device by 0600 tomorrow in order to separatist attack once your signal S.H.I.E.L.D., the extraction team will get you all out." May assures the two.

"And take care of Ava, please. Peter's a little cautious about letting her go out by herself." Coulson asks the two and they agree to look after her for him.

They start leaving the Bus and Peter still doesn't feel like it's too early, sending her off without him. "Shouldn't you be going with her?" Skye asks Peter as she joins him.

"The people behind all of the operations are the best of the best. Yet again, they're the same people who thought I didn't need help going up against a guy wearing military grade armor and had a flying glider. But they know what they're doing." Peter assures her and himself.

-

The team hides in the Caucasus mountains as they drive a truck to the location while trying to get Fitz to shut up. "Do you have the beacon?" Ward asks Fitz.

"Yeah, of course I do." Fitz says and hands it to him.

"Listen, my contract's Uri Dubrovsky. We'll pay him to get across the border." Ward tells the two of them. "We go back, but he doesn't like new people, or kids, so keep your mouths shut and your heads down." He warns them as they enter the location and see it's a bar.

Ward and the man at the bar get into a conversation in Russian which, neither of them understand, and it seems his friend is dead and the men aim weapons at them. "You have no friends here." He states to Ward.

"Great. Peter's gonna kill me." Ava mumbles to herself.

-

Back on the Bus, Simmons is still nervous about Fitz being out there and wonders if he'll be okay. "Well, Agent May is Level 7. Maybe she can give us an update on their status." Skye states and May just looks at her.

"Does that mean you do know something, and you can't tell us, or you don't know?" Skye asks her.

"We know what we're supposed to know." May tells her and they get evacuated from the lab and Skye wonders if Peter might know something and goes to find him.

-

Peter has decided to take his fear out on the nearest training equipment he had in his training room and is beating the life out of it. Peter was just about to give up, when thoughts of Ava being in trouble and he wasn't there to help came back into his mind and he just keeps beating the bag. That us until he beaten a hole into it.

"Wow, the bag must seriously owe you money for you to beat it that badly." Skye states to him and Peter just notices her in the doorway.

"Welcome to my personal training room. Director Fury gave it to me, I've got one in every S.H.I.E.L.D. base on earth." Peter tells her while grabbing a towel to wipe off the sweat and removes his workout shirt and Skye sees all of his scars and scratches all over his back.

"How long have you said you were part of S.H.I.E.L.D. again?" Skye wonders while he's taking a drink of water. "Most of my life. Can't remember a day I wasn't part of it." Peter tells her and to her that means he got those scars on missions for S.H.I.E.L.D.

"If you're wondering, most of them are from freaks with powers. The scar across my back came from the Green Goblin during our last encounter before..." Peter stops himself from continuing as he thinks about Gwen. "Nothing, did you want something, or just wanted to see where Agent S hangs his mask?" He changes the subject.

"Look, I know you guys have this way and are okay with being in the dark about what's going on, but I'm not okay with it. I need answers, and I have a feeling you're not okay with it." Skye tells him and she's right. Ever since Ava left, he's been anxious to figure out if she's okay.

"Can't you get information about them?" Skye wonders.

"I can, but I can't tell you. I got that talk from Fury too many times." Peter explains, but he gets an idea. "But if another Level-8 Agent tells you with yer aces card, it won't be on my head." Peter tells her and she likes the way he's thinking.

-

"It must feel nice to be off that plane." Hand tells Coulson. "I understand you're recovering."

"Well, I only know what I've read." She says. "Seems Fury has a soft spot for you and Agent S."

"What can I say? Seems Fury has a small spot in his heart him." Coulson replies.

"All I'm saying is it must feel nice being back in the big leagues."

"Three of my agents are the key to your whole operation, my nephew is S.H.I.E.L.D.'s best agent. I never left the bigs."

"Let's hope they're as good as you think they are." She says.

-

Ava, Ward and Fitz are handcuffed in the back room waiting for someone to show up. "Why haven't they killed us yet?" Fitz asks Ward while Ava is working on getting herself free from the handcuffs.

"I mean, I'm happy that they haven't done it yet, but why?" He keeps asking them.

"They're waiting for their boss, so before he gets here, we need a plan." Ward explains. "How long can you hold your breath underwater?" He asks the two of them.

"I don't know." Fitz admits.

"Probably somewhere around 50 seconds to a minute." Ava guesses.

"You familiar with the term _slam and cram_?" Ward asks of them.

"No, and I don't think I want to be." Fitz tells him.

"Basically means losing a finger." Ava explains, and he was right. He didn't want to know.

"How attached are you to your pinky?" Ward asks him.

"Very, very attached, and let me be clear. Any plan that involves even one of those scenarios isn't gonna work for me." Fitz states when the men and their boss comes in to greet them.

"I hear you're looking for your friend Uri. And Uri was friends with separatists." The woman boss explains. "Are you separatists?" She asks.

"No. Were definitely here to stop them." Ava answers for them.

"If you could help us across the border..." Ward was saying when getting interrupted by people cheering to the game.

"You're wasting my time, so let me be clear. You've given me no reason to trust you. And trust is everything to me." She says while raising the gun to his head.

"Does the name S mean anything to you?" Ava asks, knowing they're going to die so it was worth a shot.

The woman seems to stop and looks towards Ava. "You know S?" She asks.

"Yeah, he's my...Well, technically he's my boss." Ava admits.

"Come with me." She says and they uncuff them all.

She brings them to her office that seems no bigger than the rest of the place. "S saved me and some of my boys a few years back. Told him that if he ever needed help, don't hesitate to ask. If I do this, we even?" She asks referring to Ava.

"I will tell him you relayed your debt." Ava promises and she provides them transportation.

-

The three are inside a carton truck going across the boarder. "Nice work back there." Ward congrats Ava.

"Well, Peter did always talk about past missions. That and I was a huge fan of his, Fury gave me access to most of his missions that I had access to." Ava says as they hear shouting and the truck comes to a stop.

"Stay here." Ward says when he hears gunshots. "Okay. Maybe we'll all stay here."

Outside, men start approaching the truck, when two small devices get thrown out and explode sending the men back.

"Time to go before more birder patrol find us." Ward says and they leave off the road and start running.

-

Back at the Hub, Peter and Skye have come up with a plan to plant a usb stick to get information on the mission.

"Okay, you have the flash drive. I reprogrammed it with a decoy crawler. It'll use my browser history to simulate my usual online activity, so while S.H.I.E.L.D. thinks I'm trolling reddit and Facebook with the laptop you gave me-" Skye was going on until Peter interrupted her.

"You'll be hacking into the files to see how the mission is going. This was my plan, I know what I'm doing." Peter tells her as he starts to hack into the mainframe when a certain agent catches him.

"Agent S?" Sitwell asks and Peter sees him.

"Oh, Agent Sitwell. Did the break room run out of donuts?" Peter asks while he keeps working.

"What are you doing?" Sitwell asks him.

Peter stops working and remembers his training with Natasha about lying. Don't give too much information, and don't give too little information. "Just updating the S.H.I.E.L.D. mainframe and the firewalls. Don't want anyone like the Rising Tide to keep hacking in now, do we?" Peter asks him.

"This late?" Sitwell keeps questioning him.

"You remember Fury's orders. I'm not allowed to get bored after what I did the last time I was bored." Peter reminds him.

"You have half of the people here nightmares." Sitwell reminds him.

Peter just laughs at remembering what he did. Let's just say you wouldn't imagine it even if you tried.

"It was worth the scolding Fury gave me." Peter states.

"Do you have authority to get into that control panel?" Sitwell asks.

"Okay, you know what, let's get this over with." Peter mumbles before taking his Night-Night gun out and shooting Sitwell.

He then proceeds with the plan and leaves to see Skye looking at him shocked.

"What?" Peter asks her.

"That was incredibly done." Skye compliments. "How do you know to lie that well?"

Peter smirks at her. "You don't exactly get to be S.H.I.E.L.D.'s best Agent without knowing how to lie. Also, my aunt taught me how." Peter explains talking about Natasha, before leaving her to do her thing.

Brock Rumlow comes out of the corner and watches Peter walking away with a smug smile on his face. "I've got eyes on S. Do we engage the plan?" He asks into a communicator in his ear.

"_Proceed with the plan_." A voice confirms back to him.

Skye goes to a abandoned break room and starts to hack into the system to learn how the mission is going. While she was there, she also found some files that could lead her to her parents. But knowing she has a small window to find out about the mission before they start catching on to them.

She searches through the active missions file and finds their mission file and searches for their location and finds a mission of a 3 man team to enter the facility and they have an eight hour timeline...but no extraction plan.

"No extraction?" Skye asks when Coulson appears in front of her.

"Peter's not exactly subtle when he constantly hacks into Sitwell's account to find information." Coulson states. "What did I tell you?"

"You told me to trust the system." Skye reminds him. "And the system sent Ward, Ava and Fitz to die." She informs Coulson who looks shocked.

-

Ava, Fitz and Ward are in the middle of the road surrounded by a invisibility cloak that activates when shut. One of Peter's inventions after he read _Harry Potter_.

"Good day to be a rat." Fitz breaks the silence since they're uncomfortable. "I mean, there you are, minding your own business, spreading filth and disease, scavenging for grub worms or rotten fruit, when lo and behind, you see it. A prosciutto and buffalo mozzarella sandwich."

He goes on about his sandwich they has to get rid of so the guard dogs couldn't find them.

"With just a hint of pesto aioli." He finsihes.

"Fitz, I promise you. If you keep talking about the sandwich, I will claw out your tongue." Ava threatens him, never imagining she would miss morning training. But that's more durable than these two.

They start feeling the ground rumbling and see a truck approaching.

"Zip it up." Ward says and as soon as they do, the truck passes over them and the cloak attaches itself underneath the truck and they make their way to the base.

-

"I told you I'd get the information about your parents." Coulson tells Skye as they walk through the HUB.

"That's not what I was looking for. I was trying to find out what was happening with Ward, Ava and Fitz." Skye explains to him.

"That's a classification operation." Coulson replies to her.

"It's a suicide mission!" Skye informs him. "I saw it all. The troop placements, the aerial assault. Once Ward, Fitz and Ava disable that device, there's gonna be a huge attack in that compound, with no extraction plan, and you hid it from us."

Coulson takes her hand and leads her into a dark corridor where the cameras don't work. "I didn't hide anything from you. You don't have the clearance to know that." Coulson tells her.

"Is that really what S.H.I.E.L.D.'s all about?" Skye asks him. "Level 5s are more expendable than level 8? Is that all we are, just numbers?"

Coulson waits calmly for her to finish. "Are you done?" He asks her.

"Am I?

"If S.H.I.E.L.D. keeps secrets, it's for a good reason. You just hacked a Level-8 secure server, saw operational plans that you have no context for. If details get out, the whole operation could be compromised, lives could be lost." Coulson explains thinking about Peter's safety and how hard they worked to make sure everything would be able to hide his identity.

"I know, and last I checked, all of us care about Ava, Ward and Fitz. On the plane, you're always telling me to think outside the box, so I went off book because I was trying to watch their backs."

"Our team can go off book because there is a book. A hub. An organization watching our backs. You claim you want to be part of that, a Agent. Do you?" Coulson asks her. "Because someday, I may have to trust you with a secret, and I need to know you can keep it. Peter's one of the biggest secrets inside the organization, and you only know a fraction about him."

He tells her and starts walking away. "Can I ask you a question?" Skye asks him.

Coulson turns back around to face her.

"Did you know there was no extraction plan for them?" She asks.

Coulson thinks and he knows he was told there was a extraction planed for them. "That's classified." He says and leaves to talk to Hand.

-

At the weapon site, the truck carrying the team just arrived and they roll on out from underneath and stay hidden from the patrol guards. They sneak off to the side of the building where the weapon is being held.

"Okay, I'll call for the extraction." Ward tells them.

"Fitz, Get your peeping hole up." Ava tells him .

"It's called the looking glass." Fitz corrects her. "You'd probably say x-ray vision. But there are actually 5-band microwave antennae embedded in this sheet. Works more like a radar system." Fitz says.

As they're talking, Ward tries calling for the extraction and notices it's just a flashlight, there was no extraction planned.

Fitz sets up the window and sees there are two guards with weapons.

"I can take them easily." Ava assures them.

"Correction there are three guards." Fitz says and Ward looks to see Ava is gone.

Fitz keeps watching as the new guard starts fighting off the other two.

"Oh, my god, Ward. He's attacking the others." Fitz tells him.

"Why would he do that?" Ward wonders when the third guard comes up and opens the door to reveal Ava.

"I told you, I'd take care of them, didn't I?" Ava asks them.

"Ah. That makes sense now." Fitz says.

"You're becoming too much like Peter." Ward comments as they enter the facility.

They walk in and see some strange device that they believe is what they're here for.

Fitz taps its outer shell and sees its made out of normal steel material. "Core must be inside here. That's what's important about it." He explains to the others. "The piping around it just serves to amplify and direct the sound, to trigger munitions from a distance."

"Doesn't look like it could swat a fly, let alone take a jet out of the sky." Ava comments on it.

"Well, you should know better than anybody Agent Ayala. Looks can be deceiving." Fitz tells her while he opens up the core and they see what looks like one of Tony Stark's arc reactors but its glowing yellow and surrounded by wiring.

"This might take me a while." Fitz warns them,

"Well, we have ten minutes." Ward tells Fitz.

"I thought you'd say five." Fitz responds honestly and gets to work.

-

At the HUB, Hand just got a security breach that she recognized as Peter's work when Coulson enters the room.

"Agent Sitwell is in the infirmary again. Apparently, a certain agent rendered him unconscious." Hand informs Coulson.

"You know how Peter gets with his pranks, and how Sitwell doesn't trust the kid with a piece paper." Coulson says since that's why Peter likes pranking Sitwell. "I'll handle the matter internally."

"Tranquilizing An Agent doesn't seem to be his usual pranking M.O." Hand replies.

"You're right. But being told there's an extraction team in place when, in fact, there isn't. I'd like an explanation." Coulson says. "I'm Level 8, I'm entitled to information regarding the welfare of my team, and so does Peter. You should've told me."

"Seemed I didn't have to. And if I did, what would that have changed?" Hand asks him. "You yourself had designed dozens of operations like this. You know how this works."

"Usually with an extraction plan." Coulson reminds her.

"Barton, Romanoff, hell even S. They've never had an extraction plan." Hand says and Coulson remembers some of those missions where he feared Peter was injured or dead.

"They know that going in." Coulson states.

"Agent Fitz is unproven in the field, and knowing would've caused him to loose focus or courage. Agent Ayala has proven to be just as good as Peter, why would that disclose her from extraction?" Hand wonders.

"That should've been our call." Coulson tells Hand, angry at how he was lied to about his team. "Fury put Ayala in Peter's care. He decides if she's ready or not, she wanted to prove she was ready by taking this operation."

"I wasn't sure either of you would comply." Hand explains and she's lucky Peter hasn't heard the news yet. What strikes him as odd is he hasn't seen Peter in some time.

"Your team includes an electronically tagged non-agent who is notorious for leaking secrets, which reminds me. How did you get the information again?" She asks him.

"You know how Peter loves hacking into S.H.I.E.L.D. for fun. You remember him cracking the pentagon when he was eight?" Coulson reminds her. Peter got into so much trouble for that, but he says it was a wake up call for the pentagon since he could've cracked it in his sleep. "And I know what the safety of a thousand men is worth. I know the importance of taking the overkill device out of play. But I also know my men and what they're worth!"

"The decision to go in should have been theirs to make." Coulson states.

"Perhaps. But you need to trust the system, Agent Coulson." Hand says and walks away leaving Coulson to realize the faults in the system.

-

Back at the base, Wars offers to take over to Fitz so he and Ava have a chance to make it out since he learned there is no extraction.

"We wait for the extraction as planned." Fitz tells him and Ward decides to tell them.

"The extraction plan is a bust. Exfil team didn't make contract. Once we take this thing apart and I set odd the remote beacon, we're on our own." Ward tells them.

"We're not leaving." Ava says and Fitz agrees with her. They're both S.H.I.E.L.D. agents who are here because they want to put their lives on the line. Even in the line of fire.

-

Back at the HUB, Skye tells May and Simmons that Coulson has said they're going in to save them. She tried finding Peter, but he wasn't anywhere to be found.

They head into the Bus and just before they take off, Peter walks onto the plane carrying a package.

"Hey, where were you?" Skye wonders.

"What do you mean? I was with you, then got called to talk with Fury for a few minutes." Peter tells her and he leaves to get into his suit.

Skye Just oooks confused since when last they spoke an hour had passed. She also remembers that he has a perfect memory so he can't just have forgotten.

-

Fitz pulls the final wire out and Ward activates the beacon meaning the strike team is not too far behind.

"Okay, we need to slip out of here brfyew they notice the device is powered down." Ward says and the alarms start blaring.

"I think they've noticed." Ava says with the alarms.

Fitz starts dozing the core to use it and disable their weapons, when he finishes, they start running when explosions start going off.

"S.H.I.E.L.D. has began the assault. We gotta move before they bring this compound down on us." Ward says.

Fitz starts using the weapon as guards come up and try shooting them and he destroys their weapons.

The ones without weapons, Ava takes down head on as more explosions go off.

They exit the compound only to be surrounded with dozens of men with weapons on all sides.

"If they don't, Peter's gonna kill me." Ava says since she promised to be safe and she's done everything but.

As they start surrendering, a dark shadow comes overhead and they look up to see the Bus and it uses its propellers to throw the men back and the doors open for Peter to shoot a web down for them to grab onto.

They grab onto the web and get pulled up as they take off.

-

Ava walks up and sees Peter with his arms crossed.

"Here we go." Ava says knowing the speech that's coming about how she wasn't ready for this.

"Nice job out there, Ava." Peter tells her shocking Ava.

"Wait, what?" Ava asks since she never thought that would be his first words.

"You kept your head without me, kept your team safe, shielded them." Peter recaps what she did.

"And you also agreed to go on this mission thinking you needed to prove something when I asked Fury to do something when I learn we were going to the HUB." Peter says and shows her a small package and hands it to her.

Ava takes the package and opens it to find a office S.H.I.E.L.D. badge inside. "What's this?" She asks her superior officer.

"It's the S.H.I.E.L.D. badge for Agent Ava Ayala." Peter tells her and Ava is shocked to see she's an official agent of S.H.I.E.L.D., not just a probation agent.

"Welcome to S.H.I.E.L.D., Agent Ayala." Peter congratulated her before leaving her be.


	23. Centipede

Ava once thought that Peter never held back when training her so she could be as good as him. But ever since she became a real S.H.I.E.L.D. Agent, he's been raising the level on how hard he pushes her.

That being said, Peter did a quick roundhouse spin and trips Ava causing her to fall. As she lands on her back, she quickly gets back up for more and gets met by a punch from Peter and drops to the floor again.

"I slipped." Ava informs Peter.

"Your slip allowed me to get the upper hand, if you wanna go like that." Peter says, even though he knows she didn't trip.

"What is with the sudden death fighting all of a sudden?" Ava asks him as she gets back up. "I mean, I'm an official S.H.I.E.L.D. Agent, I thought that would mean that you would tone down the training."

"Nope, the exact opposite. It means I'm gonna be upping the antie on your training." Peter informs her and while he was talking, Ava punched him and he fell.

"Nice feint." Peter says when Coulson looks down at the two of them.

"Towel down. I need you two in the command center in five." Coulson tells them and they leave to join them.

-

"At 08-00 hours, three men infiltrated the Havenworth federal penitentiary. They were in and out in less then two minutes. Left no prints at the scene, but we do have one lead." Coulson says and shows the footage of the three men and zooms in on their arms to reveal something they're all too familiar with. The centipede device on his arm.

"Centipede again?" Ava asks.

"Seems they salvaged some of their research from Hong Kong." Peter states remembering the whole Scorch incident.

"Chan's platelets solved their combustion problem. Now they can create super soldiers with no fear of explosion." Simmons says and that's not exactly comforting for anyone.

"Two of Centipede's labs have been destroyed, but they keep popping back up. Now they have three of these guys, maybe more." Coulson tells them.

"Who did they break out?" May asks.

"Edison Po, former marine, expert in tactics and rapid response." Coulson says and pulls up a picture of the same man who the woman in the flower dress was visiting. "He fell off the grid in '08, reappeared 18 months ago at a diner in Boston."

"Where he stabbed a friend's eye out." Ward informs them.

"With a steak knife, and actually went back to finish his meal." Peter adds on disgusted by the thought.

"Well, then he shouldn't be hard to track down." Ava says, since someone like this is bound to stir up trouble fast.

"Finding Po and these Centipede soldiers is a top priority for S.H.I.E.L.D." Coulson warns them. "We'll be running point, but we won't be working alone."

"Who did HQ send for backup?" Ward asks.

"Not a team, a person. Someone who can help us fight fire with fire." Coulson explains.

"Somebody we worked with before?" Skye asks.

"I think I know who were talking about." Peter says smiling.

-

At one of S.H.I.E.L.D.'s training facilities Mike Peterson is training on his new strength by pushing a bulldozer with ease. Ever since his run in with S.H.I.E.L.D., he's been here trying to make sure he has his power under control and possibly join S.H.I.LE.L.D. one day.

"Did I beat Captain America's time?" Mike asks the trainer.

"Not even close." He informs Mike when Coulson and Peter approach him.

"But you would give me a run for my money." Peter states still wearing his mask.

"Agent Coulson, Agent S?" Mike asks, surprised to see them.

"If you could put that bulldozer back where you found it...we need you to suit up." Coulson says, since if he's going up against people who want Peter, he sending him in with someone they're not expecting.

-

Peter and Coulson return to the Bus with Mike ready to take down Centipede for good.

"This is a bad idea." May informs Coulson.

"You saw what Ava and Peter found, if they want Peter they're gonna be expecting him. They won't except him, though." Coulson explains and May knows how much he cares for him and how far he's willing to go to protect him. "While I have you in a good mood, you should know Skye's trying to I.d the agent that dropped her off at the orphanage." He changes the subject, and that's a pressing matter since they are hiding most of the truth from her about the massacre that was found with her.

Mike boards the Bus and thanks Coulson for the opportunity to prove himself.

Upstairs in the briefing room, everyone has mixed feelings of Mike.

"It's not good." Ward states. "This guy was a ticking time bomb, literally."

"HQ wouldn't have sent him if he was still combustible." Fitz replies to him. "They obviously found a way to stabilize him."

"They stabilize his attitude? He was pretty hostile in union station." Ward asks.

"I thought that was the serum." Ava said remembering the talk at the beginning.

"He's a good man who's had bad luck." Peter says as that seems to be a track record for anyone with powers. "Besides, it's useful having powers and someone like this on your back." He then hears Ava clearing her throat since she does have powers and has had his back for months.

"Someone who I can't yell at." Peter corrects himself for her sake.

"Just saying, this could easily go sideways." Ward says as Mike and Coulson approach from behind. "I mean, the last time we saw this guy, he was a raging homicidal maniac...he's standing right behind me, isn't he?" He asks them.

"And here I thought that's only said in movies." Ava says.

"Look, I know union station could have gone another way. Another team might not have let me out if there alive. I owe you, all of you." Mike tells them.

"How's your son?" Ava asks.

"Still with my sister. He thinks I'm working construction, but he's good, happy." Mike says and sees Peter still wearing the mask. "Do you wear that all the time?" He wonders.

"It's like glasses. After a while, you forget it's there." Peter says.

"So, What do we have?" Coulson asks.

"Not much on Po. I checked his previously known addresses and old military contacts, all came back empty." Skye tells him.

"We've been looking for where he might be in the outside. Let's look at his life on the inside, at the prison. See if that gets us anywhere." Coulson suggests. "Anything on the soldiers?" He asks.

"We found a facial recognition match on one of them." Simmons says and pulls up the file.

"Name's Brian Hayward. Stationed in Afghanistan for three years, then fell off the radar when he got back." Ward reads the information.

"Only living relative is his sister, Laura, sophomore at the university of Ohio." Peter says on what he found out.

"She's our best shot at finding Hayward. S, you and I will go talk to her. Have May set a course for Cleveland." Coulson says and they do just that.

-

On their way, Mike was asked to get checked on by Fitz-Simmons where they learned from him that it was their Night-Night gun that stabilized the serum.

Peter and Coulson are making their way to the university of Ohio as they speak.

"_Phys__iology Of women: unraveling the female psyche._" Peter quotes on what he found from the school.

"That's an actual book?" Coulson asks.

"It's a whole course. Hayward's sister is taking the course. And she's there now." He tells Coulson.

"We'll be at the school in 10. We'll find her on her way out." Coulson tells him. "A whole class..on women, you sure?" He asks Peter.

"That's what it says." Peter says looking at his tablet.

"Time was, you just had to figure them out." Coulson states. "Solving the puzzle was half of the fun."

"Honestly, I gave up understanding women after high school." Peter informs his uncle.

"Really? You seemed to understand Gwen." Coulson says hoping he didn't hit a nerve with Gwen being a sour spot at times.

"Yeah, there's girls like her, then there's girls like Michelle." Peter says and Coulson understands since Peter talked about her a lot and how he felt like she was waiting for him to slip up and revel his secrets.

"From what you say about her, sounded like she would make a good agent." Coulson says causing Peter to chuckle. Michelle Jones, an agent of S.H.I.E.L.D. Why not Ned while he was at it?

"Yeah, I'll give her a call in about ten years, see how it works out." Peter says since not everyone is up for the whole _Spy Kids_ thing he and Ava have that they call a normal life.

-

Back on the Bus, Skye and Ava found out that the woman in the flower dress frequently visited Po and was able to get what he was saying but it was only one saying. "The clairvoyant does not like to be touched."

They figure that means that they have access to a enhanced. Mike was able to tell them her name is Raina and she was the one to give him the Centipede serum and was the woman he saved when Skye got the footage of him.

-

At Centipede's facility, Po is eating his steak when Raina approaches him.

"We've stabilized the serum, added the implant, and now we need the clairvoyant's help to trapping the key to stage thre." Raina tells him.

"I've already asked, the clairvoyant has trouble seeing the man you're looking for and his nephew, or their weaknesses." Po informs her. "I don't mean to upset you, it's the way of things."

"This is what's upsetting me." Raina says and shows the footage of Coulson and the team taking down the facility in Hong Kong. "His S.H.I.E.L.D. team has destroyed two of our operations. We move every few days now to be safe. Which causes challenges for our maintenance problems. We can't overstate the toll this takes on our soldiers."

They watch as the three super soldiers who broke him out are being treated to make sure they don't explode since they haven't stabilized the serum yet and that they have to keep running from S.H.I.E.L.D.

-

At the university of Ohio, Skye calls Coulson and fills him in on what they found and what they're looking into.

Peter approaches Laura Hayward as they continue talking.

"Laura Hayward?" He asks.

"That's me." She tells him.

"I'm looking for your brother, Brian. Have you seen him?" Peter asks.

"I'm sorry, who are you?" Laura asks and Peter pulls out a card Coulson gave him that has a hidden microphone inside.

"Dan Filch, Ohio state gaming commission." Peter lies to her. "We're trying to contact Brian, tell him the news."

"He won the lottery?" Laura asks.

"Fifty thousand dollars." Peter says hoping she buys it.

"You're a little young for this, Aren't you?" Laura asks.

"Not as young as I look. But I get that a lot, so you're not the first." Peter says since that was half true.

"Sorry to say I don't know where Brian is. We're not that close, haven't spoken to him since he returned from Afghanistan." Laura says and Peter can see right through her lies.

"Well, you have my card. If you hear from him, call." Peter says before going back to Coulson in Lola.

"I think she's suspicious." Peter says happy to say their plan is working.

"Nothing makes people more suspicious than a child claiming to be older offering free money." Coulson says, that being one of the many advantages of Peter's age. They wait until they start getting a signal. "She's making the call now."

"_Brian, it's me. Some kid was just waiting for me at school, said you won the lottery. We're not that lucky._" Laura says and they get another ping on his location.

"He's in Oakland, California." Peter tells Coulson.

"Let's finally put a stop to Centipede." Coulson says before driving off.

-

On the Bus, they're flying towards Oakland while Fitz-Simmons gave Mike a suit similar to Peter's, except without a mask.

"Brian's cellphone was tracked to an abandoned factory about eight miles from here." Coulson says and pulls up the diagram for the factory.

"Probably their new labs." Peter guesses.

"Certainly been there M.O. we destroy one factory, they set up another and put us back at square one. This time, we need to get more answers." Coulson says since he wants to know who is receiving the information that they get on Peter.

"Means we go in quiet, do minimal damage to the facility." May tells them.

"Ward, May, you'll go through the west entrance. Mr. Peterson and S will go through the loading dock. Me and Ava will go through east entrance. Fitz-Simmons will run back in from the outside." Coulson tells them the game plan.

"We're doing this just us?" Skye asks. "We've been playing whack-a-mole with these guys since Ward put a bag over my head." She says.

"We've got everything we need." Coulson says and looks towards the three powered people.

-

The team heads out to the factory and all enter to find nobody around.

"I was expecting a fight, maybe even a guard or two." Ava states as she and Coulson meet back up with Peter and Mike.

"_But there is a weird electronic signal, I'm trying to isolate it._" Skye tells them from the van.

"Place looks emptied out. Think we're too late?" Ward asks.

Coulson asks the van team to call Brian's number to see what would happen and they hear it coming from one of Germany's containers.

The doors burst open and they see Brian is filled with Centipede serum.

"Now it's time to go." Ava says ready to fight.

Another one of the soldiers come out and attack Ward and May.

"Now we might be in trouble." Peter says since one is bad, two is worse. And to make matters worse, the third soldier joins them.

Ava helps May and Ward fight off the second soldier while Peter fought off Brian and Mike takes on the last guy.

As they fight, they realize that these guys are actually stronger than the last Centipede bunch they faced. During the fight, mike and Peter were able to take down Brian while the other two escaped.

"Who's behind Centipede?" Coulson asks Brian. "Who's doing this?!" He asks wanting answers seeing this could finally be his chance to finally learn who killed the Parker's.

"I won't say anything. I promise.." Brian says and they're confused when they see an explosion go off in his eye. Just like Curtis Conners, and the others.

-

In a secure location, Raina and Po get the footage from his eye and see Mike, Coulson, and S.

"That's Mike Peterson, one of our first subjects." Raina tells Po. "He hasn't been injected with the serum for a while but he still has his powers."

"No. What he has is your key to stage three." Po informs her and Raina realizes they might be able to get one of them, the one with all the power. Or the one with all the answers.

-

They all return to the Bus, and show the x-ray scans they took of their past experienced with Amador, Conners, and Hayward. That's when they learned they all came from the same place.

"So Centipede also designed the eye implant?" Ava asks.

"These guys are serious multitaskers." Skye says.

"Who's Amador?" Mike asks.

"Former S.H.I.E.L.D. Agent, the first person we encountered with this eye technology." Coulson answers. "A good agent forced to do bad things."

"So the guys at the warehouse were forced to attack us?" Ava questions, now feeling a little guilty.

"They were getting orders. When the tide turned in our favor, Centipede popped the one, told the rest of the team to run." Peter puts together.

"Can you track the eye feed like before to find their location?" Coulson asks Skye.

"No, they've upgraded since before. It's untraceable now." Skye says.

"Their technology is advancing at an unusually disturbing rate." Peter says. "Where do they have these resources?" He wonders.

"Po's the strategist, Raina is the recruiter, where are they getting the money?" Ava asks.

"Maybe the clairvoyant?" Simmons suggests.

"That makes sense. If I could see the future, I'd go straight to Las Vegas." Fitz says.

"Whoever behind them may or may not be psychic, but they're one step ahead of us every time." Coulson says and leaves to update HQ on what they have.

-

Raina is waiting in the truck when Po returns from speaking with the clairvoyant.

"What did he have say?" Raina asks him.

"I'll share the information when the time is right." Po tells her.

"Will I ever learn what he looks like? Or what his grand scheme is?" Raina asks Po.

"The last few people who tried to learn all of that had their private jet crashed over the Atlantic Ocean." Po says referring to the Parker family who had to be killed to keep their secrets from getting out.

"I understand." Raina says.

"But I did tell him about you. Spoke at length about your many virtues." Po tells her.

-

Coulson and Mike start planning their next plan of attack when Coulson changes the subject quickly to ask why Mike hasn't seen his son since Union Station.

"Last time he saw me...I was a monster. My kid saw that." Mike explains to him.

"You can't fix that from here, though. And staying away, not being there...I've seen firsthand what a kid not having a father can do." Coulson says.

"Last thing I want to do is hurt Ace." Mike tells him. "He's...he's my son, but maybe he's better off without me." Mike says.

"Mike, I'm gonna tell you something that only a handful of people know." Coulson says and gets ready to tell his story. "Fifteen years ago, I was assigned to make sure a friend of mines son was safe. I didn't know if I could protect him and keep my life from his. Maybe he'd be safer in the system away from S.H.I.E.L.D. But then I remembered I made a promise to protect him, and I wasn't gonna trust some stranger to make sure he would be fine. When you care about someone, your friends, family, you unconsciously make a promise to protect them. It's not an easy thing to do, but we have someone waiting for us, someone who looks up to us."

"What's his name?" Mike asks.

"Peter. You would know him better as S." Coulson says and Mike is surprised.

"The same S that's downstairs in the labs?" Mike asks.

"I was once worried he wouldn't cut it for this life, but now he's one of S.H.I.E.L.D.'s best. Which is why you have to think about your son. Before committing yourself to this life." Coulson warns him.

-

Mike goes back to his room on the jet and gives him a call.

"Hey, Ace." Mike greets when the phone gets picked up.

_"Dad!_" Ace shouts happy to hear from his father.

"It is so good to hear your voice, buddy." Mike says happy. "And I'll be able to come home soon and see you for a bit."

"_Awesome! Then maybe you can meet my new friend_." Ace says which is now worrying Mike. _"She says she knows you. She's right here._"

"Ace, whos there with you? Where's aunt Mindy?" Mike asks when he hears the phone being passed over.

"_Hello, Mike_." The voice of Raina exits the phone. "_Remember when I told you I could change your life?_" She asks and now Mike realizes Ace is being healed hostage.

-

"They want a trade. Ace or his father." Coulson says. "They've set a time and a place."

"They want to experiment on him, possibly to determine how he still has his abilities." Peter puts together.

"And were just gonna let them?" Ava asks believing they can take these guys. "I mean, this is one of the heads of Centipede, we take her in, Centipede gets dragged." She states.

"No, not this time, Ava." Peter tells her. "Too much is on the line."

"They gave him specific instructions." Coulson informs them. "I called HQ and told them to stand down."

"Stand down?" May asks. "We should at least have a hostage rescue unit in support of this."

"They sure they would murder my son." Mike tells them.

"Any electronics, comes, any sign of surveillance and they'll terminate the arrangement." Coulson says.

"I'll give myself up, no problem, get him back." Mike asks looking to Peter.

"I'll make sure he's safe." Peter promises.

"I don't care what happens to me, as long as Ace is safe." Mike tells them.

-

They meet up at the arranged meeting which seems to be a road under construction.

"At least let me help escort you to the exchange." May asks them.

"Mr. Peterson asked for me, I'm bringing Peter. It'll be fine. And if things go south, I need you to be here if we need to get away." Coulson says and exits the vehicle.

While they're doing that, Fitz-Simmons is using a non electronical way of tracking Mike so they can save him wherever he goes.

Coulson, Peter and Mike are heading down the construction while Ward is taking point from a distance with a rifle ready to shoot if needed to.

"I'm gonna make this right, I swear." Mike promises them.

"What's that mean?" Peter asks as they stop in front of construction that blocks Ward so he can't shoot.

"Hello, mike. Is been a while." Raina says and sees Peter. "Agent S, I've heard so much about you." She informs Peter and he holds back the urge to hit her. "I don't believe I've had the pleasure." She says seeing Coulson.

"Lucky for you." Coulson replies and even Peter was impressed by that.

"I have to thank you, Mike, for holding your end of the deal." Raina tells Mike.

"Let's get this over with." Peter says getting annoyed by this woman.

"Give us Ace, and you can have Mike." Coulson states.

"That wasn't the deal." Raina informs them and Peter looks to Mike and gets his blade that's kept alongside his web shooters ready for attack. It's not a weapon he likes to use, he has it to be safe.

"I'm so sorry." Mike apologizes and they realize it wasn't Mike they wanted.

"What's happening here, Mike?" Coulson asks.

"Well, I'm exchange for his son, we asked Mike to deliver the two of you." Raina says and now Peter gets his blade out and puts it against her throat.

"Nothing happening, flowers." Peter informs her, his parents died so this wouldn't happen, he wouldn't let that be in vein.

"Sadly, S, my employer asked me to keep you back. I don't know why but he says you are part of a bigger picture. We want him." Raina says looking to Coulson.

"Why would they want him?!" Peter asks since they've been researching everything about Peter, never shown any interest in Coulson.

"S, stand down." Coulson tells Peter and he does and retracts the blade.

"I'm so sorry." Mike tells them.

"Let's finish this." Coulson says and they bring Ace out of the vehicle and Mike runs to him.

While their attentions on them, Coulson looks to Peter.

"Stay strong, kid. I know you'll find me." Coulson tells Peter as he raises his eye lenses and he can see the tears in his eyes.

"I lost too many people in my life, I can't loose you." Peter states to him.

"Like I said, you'll find me." Coulson says. "Just Don't do anything stupid." He says before he gets tranqed and gets dragged into their car.

Peter walks back with Mike and the others a]start badgering them with questions about what's happening while May calls for backup.

"Ace, I go to make this right. Daddy loves you so much, Okay? Stay with Skye." Mike tells Ace before running to save Coulson.

Peter's senses go off and he realizes what the containers are filled with.

"Mike!" Peter shouts before trying to run after him when the containgers exploded with Mike in the center of the explosion and pushes Peter back and knocks him out.

"Peter!" Ava shouts and runs to check on him when they see Coulson with Raina inside a helicopter taking off.

-

"We're landing in half an hour." The Pilot of the copter tells Raina.

"Whatever this is, whatever you think you're doing, it won't work. I won't give you what you want." Coulson says believing they're still after information about Peter.

"Oh, you will. And what we want is simple. We want to know about the day after you died." Raina says and Coulson doesn't understand why that matters to them.


	24. Where's Coulson?

It's been a while since Coulson has been taken, and Peter hasn't stopped following any lead he could find in order to find his uncle. His current lead is someone who has ties to Centipede and running away from Peter down the hallway of the building. He turns and tries to shoot Peter but he dodges every bullet by acrobating off the walls.

Peter uses the ceiling to stand on and grabs the man off the floor and raises him to his level.

"I'm gonna ask this once...where is Philip J. Coulson?" Peter questions and sees he's not talking.

"I can take you in hot, or I can bring you in cold." He threatens and pulls out the blade from his wrist and places it on his neck.

-

Back at the Bus, most of S.H.I.E.L.D. has taken over most command of the plane, including agent Victoria Hand.

"The Chitauri metal he was selling is an exact match to what Centipede used for their device." Simmons says happily they have a solid lead.

"We find Centipede, we find Coulson." Ward agrees.

"Great. Then Peter can maybe give the bad agent a break." Ava comments since Peter hasn't been himself ever since Coulson's been missing.

"Yeah, I mean, it's been 36 hours since Coulson has been taken. Last time he was this long without Coulson, it was when he was in Tahiti." Fitz states to her.

"What helped get him through it?" Ava asks them.

Fitz-Simmons think back and look to Ava. "You." They both infirm her.

"He spent those months training you, he barely remembered Coulson was gone." Simmons explains and that statement surprised Ava.

"Oh, joy. Hand is giving another briefing." Fitz says and they look to the monitors to see that she is.

"Any progress with the Vanchat guy?" Ward asks, referring to the man who Peter captured.

"Nothing actionable, agent Ward, but I have my best interrogator in there right now." Hand assures him. "Vanchat will talk, and rest assured, when he does, not a single stone will be left unturned until we take down Centipede."

"And find Coulson." Peter adds on when the alerts go off on the computers.

"Someone's hacking the system." Hand warns and they know exactly who.

Peter reaches Skye's room and opens the door to see her trying to hack but the bracelet isn't allowing her.

"Perfect timing, can you override this for me?" Skye asks Peter.

"What do you think you're doing?" Hand questions her .

"The money trail is the best lead to finding Coulson. I just need to gain access to Vanchat's financials, and from there, I should be able to trace Centipede's payments and then hack into their account." Skye explains to Hand.

"I want you off this plane immediately." Hand tells Skye.

"What?" The team asks, not understanding why she wants her gone as Hand walks away.

"I know I'm not some badass field agent like May, Ward, or S, but this is what I do." Skye says following Hand through the plane. "You can't just kick me off the mission. I will do whatever you say, all this protocol crap doesn't matter to me. All that matters is Coulson."

"Well, all this protocol crap matters to me." Hand informs her. "You're a distraction, and you're gone."

"Agent Hand, I know Skye's methods are unorthodox, but she's a member of this team." Ward states and they all agree she can help.

"S, your professional opinion." Hand asks and they all look to Peter. "Will she be of any use on this plane?" She asks and Peter thinks for a minute before deciding.

"No." Peter states and that shocks the team.

"Increase her restriction level. Confiscate her laptop and phone, then have her delivered to debrief." Hand tells the agents.

"I'll do it. I'm her S.O." Ward offers and Hand lets him.

-

Skye gets her things and heads for the doors with the team, all except Peter and May.

"I know Peter's worried about Coulson, but that was way out of line." Skye informs them.

"Not many people understand Peter, he's been trained in so many art styles and mental styles, there's no way to completely understand him." Ward tells her.

"Don't worry, when Coulson gets back, he'll get back to his normal self." Ava promises.

Fitz-Simmons bring her a bag that has a satellite phone damper resistant that will work through her bracelet.

"What am I gonna need this for? I'll be spending the next three days in a S.H.I.E.L.D. closet betting debriefed." Skye states to them.

"That's right. A few agents are coming to pick you up...in exactly 12 minutes." Ward replies and Skye now gets they're telling her to get out of here.

On her way out, she sees someone looking at Coulson's car. "Don't touch Lola." She warns him while leaving.

-

As to where Coulson is, he doesn't know himself as they have him hooked to a machine that's having him relive his days in Tahiti.

"It seems you passed out." Po tells Coulson as he sees him. "Now maybe you're ready to share what memories you're seeing."

Coulson tries remembering what happened, then it all comes back to him regarding everything. Peterson, giving himself up to save his team.

"I saw...Jordan...hitting that game-winner over the Russell in the '98 finals." Coulson lies, not wanting to give them what they want.

"Agent Coulson, were gonna turn the machine back on and open your mind. It's time to stop fighting it. If you don't, you won't survive the process." Po warns him.

"I'll let you kill me before I give you anything." Coulson states. "Seems like that's your jam anyway. Murdered Mike Peterson in front of his own son."

"Mr. Peterson chose that end. We gave him his life and his child unscathed. You're just upset because that man's death hit so close to home, seeing a boy lose a parent at such a young age." Po informs Coulson. "As you and your friends kid did." He states.

Coulson looks worried as he's talking about Peter. "What do you know about him?" He asks Po.

"We know everything that there is to know about Peter Parker. The Clairvoyant saw him, and what his powers possess, and who he is." Po says and now that isn't good news for anyone.

"I hate to break it to you, but your telepathic friend is a fraud." Coulson replies to Po. "Otherwise, he'd know whatever you're looking for, and I wouldn't be here."

"It's true. This is strange." Po agrees with him. "My friend can see that you died. You went cold. Your heart was torn to pieces, along with Peter's seeing his last family member dead. What the clairvoyant can't see is is what happened after. How you were brought back from the dead. For some reason, Agent Coulson, you're different. Why is that?"

Coulson doesn't give him anything and they start doing it the hard way.

-

Skye is trying to find a way not using technology to follow her own way to find Coulson and is reading a magazine about banking and finds a investor offshore account that's being questioned, Lloyd Rathman.

Skye sees the article and sees he could be her way to find Coulson. She located where he was gonna be and disguised herself as a valet and takes his car to find his home address.

She tries to find his home address with his online GPS but gets locked out because of the bracelet.

Skye quickly Paris and needs to find another way in.

"Okay, Skye, Jay need a plan B." She tells herself and notices the car has a personal emergency response built in and she gets her plan B. She starts driving again and drives into some road signs and gets a alert.

"_Roadside assistance. We see you've had an accident._"

"Yeah." Skye confirms. "Can you send somebody to tow me back to my house?" She asks.

"_Of course. I'll dispatch someone right away._" The person on the phone confirms for her and her plan is working.

-

Coulson gets dragged out of the machine and onto a bed and gets handcuffed and they leave him be. But what they didn't see was that he stole a plier and he starts picking the lock on the handcuffs. After all, he's the one who taught that skill to Peter.

-

Back on the Bus, Peter goes to interrogate Vanchat himself since nobody else is able to get anything out of him.

"Time to talk." Peter tells him. "The names of all your buyers, alphabetically would help."

"I'm not telling you anything." Vanchat states to him.

"That's how you want to play it?" Peter asks and buckles himself as the roof starts opening up, curtesy of Fitz-Simmons, and it starts pulling Vanchat into the air and he grabs onto the table.

"I've got all day." Peter tells him since he isn't being effected by the wind.

"All right! I'll talk!" Vanchat promises and Peter knew that would work and they shut the roof.

-

Coulson got out of the cuffs and waited for someone to unlock the door and he races outside to see he's in a town filled with mannequins in the middle of a desert somewhere.

"The town that the bomb forgot." Po informs Coulson who looks to see him on the porch. "It was built in the '40s for nuclear testing, but when the Cold War ended, the town was spared."

"Not exactly prime real estate." Coulson quips.

"True. There's nothing but desert for hundreds of miles." Po confirmed his worst fears. That just means there's nowhere else to run. "But I really like it. It's nice here. The children are always playing."

As he keeps talking, Coulson tries walking up to him, but one of his men interrupt him and stop him.

"Shall we get back to it, then?" Po asks regarding putting him back onto the machine.

-

Skye makes it to Lloyd's house and uses his garage opener to get inside and sees how many cars he owns while getting to his computer but knows she can't get on it without the bracelet blocking her.

She then uses his phone to call saying his car was stolen and he needs to return home and looks for anything she could use to blackmail him.

As soon as he returns, Skye was waiting for him by the doors. "You're in a lot of trouble, mr. Rathman." Skye tells him.

"Who the hell are you?" Rathman asks her.

Skye also spent some time to make herself look as much like May as she could. "Agent Melinda May with S.H.I.E.L.D." She lies to him.

"Look, clearly there's been a misunderstanding. I'm a legitimate businessman." Rathman tells her.

"S.H.I.E.L.D. has evidence your company has been siphoning funds into an offshore account for some bad people." Skye informs him.

"My clients' business is their business." Rathman replies to her.

"Well, my business is catching those guys, and if it turns out you've made a profit from any of them, S.H.I.E.L.D. is prepared to freeze all of your assets." Skye says.

"I'm calling my lawyer." Rathman says and takes out his phone.

"Do that and my offer's off the table." Skye warns him. "I'm offering immunity. You walk, free and clear. Say no, you spend five years in the Fridge." She warns him.

"What do you want?" Rathman asks.

"Follow me to your office we've got work to do." Skye says and as they pass the doors, Rathman activated his silent alarm.

-

Back on the Bus, they look into all the information Peter was able to get from Vanchat.

"His intel is paying off. We're pursuing every buyer of Chitauri metals around the globe. The largest being a warehouse in Sydney." Hand tells everyone. "This is our chance to take down Centipede. I want everyone on full tactical."

"And Agent Coulson?" Peter asks.

"If we're lucky, he's being held in Sydney." Hand tells him and dismisses everyone. "First, you send your friend off and she never arrives for her debrief, then you almost send Vanchat a million feet flying. Do we have a problem?" She asks him.

"You people weren't getting answers, so I stepped in being the best tactical guy on this Bus." Peter tells her.

"Without permission?" Hand questions.

"When have I ever followed protocol? Fury says it's what makes me a good agent." Peter states to her and leaves her.

Ava sees this as a chance to talk to him about what he did to Skye and pulls him into his bunk.

"Why'd you throw Skye off the plane?" Ava goes right to the point. "I know we have ups and downs, but wasn't that too far?"

"Skye works best outside of S.H.I.E.L.D. She won't be any help here with everyone looking over her shoulder." Peter explains to her and now she's starting to understand and sees he gave her a change to find her now what to Coulson.

May is at the wheel when she gets new coordinates and turns the Bus around and heads to the location where Coulson is being held.

-

Back with said Coulson, they have him reliving his memories until they find what they want.

"A.H.I.E.L.D.'s gonna Fine me before you break me." Coulson promises Po.

"Well, the Clairvoyant sees an end to all that." Po determines before tasering him again.

"He doesn't look so good." Raina states seeing Coulson bruised and tired.

"What took you so long?" Po asks her.

"I was tending to our other subject." Raina tells him.

"The persuasion skills I've spoken to the Clairvoyant so much about would be better served here with me, breaking him." Po replies.

"I would never use force to bend a man to my wishes."

"He's being difficult."

"He's being beaten."

"Into submission." Po exclaims. "The Clairvoyant requested it and will tell me to..." he gets Interrupted by a phone call and answers it seeing it's the Clairvoyant. "Yes? No. Well, I've only just begun/ my methods are sound. Right here. Yes." He says and hands the phone to Raina as the Clairvoyant wants to speak to her.

She takes the phone and listens to what he has to say. "I agree. Thank you." She says as the Clairvoyant uses a device to kill Po from wherever he is and has place Raina in control.

"This is turning into an interesting day, isn't it?" Raina asks Coulson.

"So you're my friend now? Because I've seen what you do to your friends." Coulson comments.

"Mr. Po? He was a murderer incapable of remorse." Raina tells him.

"I was thinking of mike Peterson, Chan Ho Yin, and all these threatening things I see you have on my nephew." Coulson explains to her, hoping maybe she has some answers to his questions,

"I have them what they asked for. Mike wanted to be a hero to his son." Raina defends.

"Did Akela Amador want a bomb in her head?" Coulson asks her.

"The people you work for are just as capable of using cruel means to reach a justified end." Raina justifies.

"And who do you work for, Raina?" He asks. "The Clairvoyant?"

"Yes. Today was the first time I personally made contact. My heart's still racing." Raina tells him.

"He has you building super soldiers."

"The Clairvoyant gives us guidance, formulas. Even gave us a perfect candidate to get everything we need to change the world. The world we need Peter Parker to show us the path." Raina explains.

"You need his blood to perfect the serum because he's already a super soldier. But you already have good enough soldiers, what's next? Make people strong, control them. You can even kill them, why do you need me or him?" Coulson questions.

"Peter is the perfect way to create soldiers without the formula. A drop of his blood will become the dominant DNA of anyone it's placed into. And after we have that, all we need to know is how to bring them back to life." Raina explains and now Coulson understands.

"You were killed. And now you're alive, we want to know how. Don't you?" Raina asks and Coulson doesn't understand. "I'd like to turn that machine on again. It induce the brain-wave frequencies to help uncover the secrets buried in the subconscious. If you cooperate, you can surf those waves."

"I've gone surfing. That is definitely not like surfing." Coulson informs to Raina.

"You've been resisting. Fight the wave and you'll drown. Your brain will fry." Raina explains.

"Then that's gonna happen, or my team will come and save me." Coulson replies. "Either way, you will not get anything from me."

"I'm not interested in those secrets." Raina informs Coulson. "The Clairvoyant can see within any agency, any government. He knows what the president dreams about at night. I want what you want. To uncover a secret. The secret S.H.I.E.L.D. is keeping from you. And you're clinging to the thing you have. Fond memories of your recovery."

"So this person you work for told you I died and have gaps in my memories. Ever think your mind reader is looking up symptoms online?" Coulson questions.

"I was also told it keeps you up at night, the thought of someone out there is still looking for your nephew, you crave answers about that plane crash that took his parents lives." Raina informs him and Coulson is starting to believe something is up with this Clairvoyant.

"They kept secrets for a reason. It was to protect Peter, so I would suggest leaving him alone. I trust S.H.I.E.L.D." Coulson informs her.

"But why is S.H.I.E.L.D. keeping details of your death from you?" Raina asks him. "They're your family. The only family you have except Peter. Now, after all you've sacrificed."

"Sacrifices are part of the job." Coulson informs her.

"You didn't just give your life, you given up a chance of Peter having a normal life." Raina states. "I mean, he had a taste of normalcy, and it got an innocent girl killed." She states referring to Gwen. "But you know how it feels to loose someone you love, so you two share that."

Coulson knows she's referring to the cellist who he was once dating. "And she did love you, Agent Coulson. Just as much as Gwen loved Peter."

"How could you possibly know that?" Coulson asks.

"Don't you two miss them? Clairvoyant says Peter never truly recovered from Gwen's death. Don't you miss those dinners at the Richmond? Do you miss hearing her play? You didn't even have a chance to say goodbye."

"I couldn't, I can't." Coulson states knowing it was Peter who has to break the news to Audrey about his death.

"She cried for days after Peter told her you died. It hurt both of them with a lie until they told him you were alive, and what he told her was a lie. And now they're still lying to you." Raina tells him. "I know you don't want to believe it, but you can't tell me nothing makes you doubt, makes you wonder what happened in Tahiti. Don't you want to know the truth?" She questions and Coulson knows it's time he got some answers.

-

With Skye, Rathman sees the information she wants him to look into. "You want me to hack into a Swiss bank account?" He asks her.

"Just need you to type in your private corporate I.D. to get me in the door." Skye explains his part of the plan.

"Letting you in there is a crime." He informs her. "How do I know you're not some criminal? In my experience, a Agent shows a badge."

Skye then takes his phone and waits for the bracelet to lock him out. "There's My badge." She tells him. "S.H.I.E.L.D.'s been watching you for some time, mr. Rathman. You're a prime exploit. The gambling, divorces, that money pit in the caymans. You're even behind on your child support payments."

"That's a clerical thing, she knows that." Rathman tells her.

"Does David know that?"

"David thinks I'm a cool dad."

"David thinks you're a jackass." Skye corrects him. "You've got to fix that, Lloyd. Kids need someone to look up to. Now, start typing."

They get interrupted by his security coming in and Skye uses the skills Ward taught her and steals his gun and aims at his partner.

"Okay, I'm typing. You S.H.I.E.L.D. guys don't mess around." Rathman comments before getting to work. "All right, were in, but you do realize you can't transfer these kinds of funds online."

"I'm not looking to transfer funds. I'm looking for transaction records." Skye explains to him. "Go to your account history. Need to open up a terminal emulator, see what kind of encryption they've got. If it's an SSL 256 or an A.E.S. twofish serpent, were in business."

"Account history, where's that?" He asks her.

Skye gets annoyed and sees he's hopeless and looks to the security guys and replaces one of them with Lloyd.

"Second line, press return." Skye works him through it.

"So, this Vanchat, is this the guy you're trying to bust?" He asks Skye.

"No, we already have him in custody. What I want to know who's recently paid Vanchat a lot of money. I backtrack those payments to the buyer's account and get a record of all the purchases she's made, maybe use it to track her down." Skye explains as he gets what she wants. "Let's see what you've been doing, Raina."

"So are we done here?" Rathman asks her.

"One last thing." Skye says and takes the keys to his car and leaves.

-

Fitz-Simmons have come up with a way to stop the Centipede soldiers powers when Skye calls on her satellite phone Simmons gave her and says she might have a location on where Coulson is.

"We're about to launch an assault on Centipede and you and your team want to follow a hunch from Skye?" Hand questions Peter.

"She did what she does best, and it's not a request. It's happening." Peter informs her. "You're taking the team to stop Centipede, I'm going to save Coulson." He says as he gets on his motorcycle and Ava grabs onto him and drives off with the others driving the S.H.I.E.L.D. jeeps.

-

"What makes you so sure this machine will even work?" Coulson asks Raina.

"It worked on me." Raina admins.

"Before we start, What's with the flowers?" Coulson asks since it's a strange fashion choice.

"Who doesn't like flowers?" Raina answers before staring up the machine.

Coulson then starts seeing he's back on the Helicarrier and sees he's bleeding out with fury and Peter in front of him and knows this is the day he died.

The scene then changes into Tahiti, nothing new for him when someone approaches with drinks.

"Listen to him!" He says and Coulson sees e gets replaced by a doctor. "Who orders this?"

"Director Fury himself." The woman giving him a massage answers and now Coulson is getting seriously confused.

Coulson keeps focusing and sees how everything is changing. The sun changes into a bright light, the table he's on turns into a surgical table. Even his words are getting changed.

Then, everything goes back to the beginning, seeing Peter's eyes break into tears as he takes his last breath, getting zipped into a body bag, seeing some form of a serum and surgical equipment everywhere.

"He's drifting." A female voice tells another person.

"This is wrong." The man from earlier states.

"Can you feel that?"

"Listen to him! Who ordered this?"

"Director Fury himself."

"This is wrong!"

The doctors keep arguing when Coulson looms up to a mirror and sees that his head is open and something is messing with his mind.

"Let me die, please." He hesrs himself begging. "Please, I'm begging you, let me die. Please. Please let me die. Let me die!"

-

On the roads, Peter and Ava are the first to arrive as a dozen of Raina's men come to stop them.

Ava then takes out both their Night-Night guns and starts shooting them down as Peter parks the motorcycle and starts hearing Coulson's screams and starts running to it.

"Stop fighting it, Agent Coulson." Raina asks as the doors open and Peter webs the men in the room quickly and sees Raina.

"It's for his own good." Raina tells Peter before he webs her and pulls her toward him and he gives her the strongest punch without killing her he could give and he runs to Coulson.

"Please, let me die!" Coulson begs and Peter doesn't understand what he's saying before he just stabs the machine with his blade and destroys it.

"Uncle C, it's me. Come back, please, I need you." Peter begs as he rips off his mask to see his uncle.

"Peter?" Coulson asks hearing his voice.

"It's me, I'm here." Peter says and he's happy to have him back and the people who took him.

-

They brought Raina to a S.H.I.E.L.D. squad who's bringing her to the Fridge. Coulson even removed Skye's bracelet so she won't be on any watchlist.

"Bet there won't be any flower dresses where she's going." Peter tells Ava.

"Amen to that, and I'm happy to see you're back to yourself." Ava tells him.

"Yeah, sorry about all that." Peter apologizes to her.

"No need to apologize. If it was my family, I'd been the same way." Ava informs him.

"Now all that's left is to find the Clairvoyant...before they get to us again." Peter says referring to what Coulson said about them wanting him to create unstoppable soldiers.

"Hey, if they want to get to you, they go through me first." Ava states while nudging his shoulder. "And I will never let them get to you. I promised you that, remember?"

"Yeah, you did." Peter says while smiling. "I ever tell you how it's been amazing, training and working alongside you?" He asks.

"No, I haven't heard that before." Ava informs him.

Peter nudges her shoulder back happy to have everything back to normal. At least their style of normal.


	25. SHIELD Academy

Coulson has been looking further and further into what he was able to get, and he was able to get the file on his death and recovery. While everyone else gets told of an incident that happened at the Academy, a device was used to instantly freeze a pool.

"We drew up those concepts years ago. We didn't know they'd be applied in that way." Fitz says as they look over what they were given about the incident.

"This is the device that was found in the frozen pool?" Skye asks looking over it herself.

"Yeah, the instantly frozen indoor pool. It seems like it was planted days before, like it was planted for those people." Ava corrects.

"Well, as far as they can tell, the device used a crystalline nucleation process I designed." Simmons tells them.

"And a delivery mechanism I invented." Fitz tells them. "Which is why we're being asked to consult on the investigation."

"So were going to the Academy?" Ava asks since she's never been before.

"The science and technology division." Peter explains.

"Agent Weaver asked if you two could speak to the student to calm him down." Ward tells Fitz-Simmons.

"After we drop off all of you, Coulson and I have other matters to attend to." May warns them. "By the way, Peter, they sent you the package." She says and passes the package.

"What's that?" Ava asks.

"It's for you." Peter explains and hands it to her.

Ava is confused about what it could be and opens it to see a uniform that resembles a tiger in white and black with a place to put her emblem on the belt. "What's this?" She asks him.

"It's your new uniform, White Tiger." Peter explains to her and pulls it out so she can see the full design. "Bulletproof, knife reflectance, strong fabric, durable to anything it has to throw at it, even fire." He says and she looks over the suit itself.

"Well, I've always looked good in white." Ava jokes loving the suit.

-

They make it to the Academy and Ava changed into the new suit and as it turns out, there's a spot on her mask where her hair actually flows out from.

"Thi was the SSR facility before S.H.I.E.L.D. was even founded." Peter says looking at the facility. "Uncle C loves history."

"Is this where you got all of your PhD's?" Skye asks.

"No, you need at least one to get through the door." Simmons explains.

"No uniforms, no rope course, no defined muscularity on anyone." Ward comments looking at everyone.

"No marching in place, no I.Q.'s in double digits." Peter says back since he's probably S.H.I.E.L.D.'s only strong scientist.

"There they are." Agent Weaver greets them. "So good to see you." She says while shaking their hands. "Agent Ward, Agent Ayala, S, pleasure to have you."

"Agent Weaver." Peter greets. "There's a list of suspects?"

"Based on the level of intelligence it would take to put a device together like the one we found, we've narrowed it down to the top 10% of our cadets." Weaver tells them. "I'm worried there's a bad seed."

"I know you've already questioned the victim, but I have a few questions I'd like to ask myself." Ward tells Weaver.

"I'll arrange for you to talk to Seth Doemer when he's out of class." Weaver promises. "In the meantime, I'd like to get agents Fitz and Simmons settled into the lecture hall." She says and pulls them away.

"Look at them. The popular kids. Who knew?" Skye states.

"We all did." Peter says. "Come on, while we have a minute." He says and pulls Ava with him.

-

Thy head into the Acadamy and ga looks around. "How do you get used to walking around in this all the time?" Ava asks him.

"It's a bit tight in some areas, but you get used to it." Peter says as they walk up to the Wall or Valor. "I like to come here when we are here." He says and Peter points to the list.

"They say S.H.I.E.L.D.'s history can be read on walls like this." Ava says and starts looking over the list until two names stick out _Richard Parker Mary Parker. "_Oh, now I see it." She says and looks to him.

"Yeah, I've been trying my best to figure out who they were, but Fury says mostly everything went down with them. But he promises to keep me updated when he finds something new." Peter says.

-

Fitz-Simmons are in the lecture hall while Weaver is introducing them.

"Today, we're proud to welcome back two of S.H.I.E.L.D. Academy's finest, our youngest graduates to date. You know their names. Please join me in welcoming agent Leopold Fitz and Agent Jemma Simmons." Weaver says and the entire hall starts clapping for them.

"Thank you, Agent Weaver." Simmons thanks. "It's nice to be back, unfortunately, it has to be under these circumstances."

"If you don't know the history of S.H.I.E.L.D. by now, there's no excuse...unless you fell asleep in Professor Vaughn's class, that's a perfectly acceptable excuse." Fitz jokes and everyone laughs at that.

"Our instinct as scientists is to move forward, advance quickly, push the envelope. But given recent events, it makes sense to reflect back on our history." Simmons continues.

-

Ward is with Seth asking him if he knew anyone who would be after him. "You know any reason a top student would want to go after you?" Ward asks.

"No, the top students are my friends. It's competitive here, but we don't resort to knocking each other off." Seth tells him. "This isn't operations, no offense."

"None taken. All these names you would consider friendly?" Ward asks and hands him a list.

"Well, not Donnie Gill." Seth says. "I barely know the kid. He doesn't talk to anyone."

"And he was at the pool." Ward says.

"Studying, But I don't think he's the guy. He has trouble communicating with anyone below a 170 I.Q." Seth explains.

-

"And S.H.I.E.L.D. was founded after the SSR was able to defeat the nearly indomitable force known as HYDRA." Fitz says and Peter's head starts to hurt at the mention of HYDRA for some strange reason.

"Hey, you okay?" Ava asks him.

"I...I don't know." Peter admits never feeling like this.

"We tend to forget that these organizations." Simmons says. "HYDRA, Centipede, A.I.M. Were also made up of extremely brilliant scientists, men and women who started with the same unlimited potential as you or I."

"Potential can sometimes be dangerous. Plutonium has the potential to power a city or to be a nuclear bomb." Fitz adds.

"Today we would like to share a few stories from the field in which we learned this lesson up close and faced the consequences when untested technology or biology lands in the wrong hands. And don't worry, we brought pictures." Simmons Jokes wine Peter's senses go off again.

"Oh, god!" Donnie calls out and they all look to him. "What is this?!" He asks as they look and see he's being frozen. "Help me! Make it get off!" He begs as it completely freezes him over.

Peter runs up and is joined by Fitz-Simmons. "Find exposed skin." Simmons tells them. "He need glucose to raise his body's natural freezing point."

"I need something to break the ice." Fitz says when Peter interrupts by using his strength to break a piece off of his neck. "Right, that works too." He states.

Simmons takes sometime to raise his body temperature. "Somethings doing this to him. Find it." Fitz tells them and Ava finds it under the seats and crushes it using her tiger strength.

As soon as it's broke, Donnie gets free of the ice and they help him out of the room.

"And you can't think of anyone here who'd want to hurt you?" Ava asks Donnie.

"I don't know anyone." Donnie admits.

"Donnie, I'm gonna have you escorted back to your room." Weaver tells him. "You get some rest and stay warm." She says and he leaves.

"No genetic materials or prints found on the device." Fitz tells them. "Components are rare and expensive."

"Freshman pranks are traditional, but these are something else." Peter states. "This was actual attempted murder."

"So, Donnie was the intended target all along?" Ward asks. "He have anything in common with the cadets at the pool?"

"These kids were popular. Donnie was...not. Donnie hadn't made any enemies here, but he hadn't made any friends, either." Weaver tells them. "Youngest we've had since Fitz-Simmons here. 190 I.Q. And failing out of high school when we met him."

"Bored out of his mind." Peter states.

"If things went well, we were considering graduating him early and assigning him to the sandbox." Weaver admits,

"Wow." Simmons exclaimed. "He would love it There.

"And I would've been bored out of my mind." Peter admits.

"Agent Weaver, keep working with investigations, interviewing cadets." Ward asks and she leaves. "She won't find much. We train cadets to keep secrets." He says.

"How about we visit the boiler room?" Peter asks.

"The What?" Ward asks.

"We'll explains on the way." Simmons says and they all leave.

"Fitz, how about you go talk to Donnie. He's withdrawn, might know more than he's letting on. You're a hero. Looks up to you. Even if he knows nothing, he could use a friend." Ward explains.

"Tats a nice idea." Ava states.

"The tin man has a small heart." Peter jokes as Fitz goes off to do that.

"S.H.I.E.L.D. Keeps an eye on everything that happens within the walls, so in the late '60s to escape the cameras, a few cadets started sneaking down to the boiler room to play cards, exchange ideas." Simmons explains.

"So you all cram into the boiler room?" Ava asks as they make it and hear music and much more.

"Well, we made some improvements over the years." Simmons admits as they see everything in the room.

They take some time and have everyone split up to see what they could get from anyone, and since everyone knows Agent S, it doesn't take much to get them talking.

Peter was able to get information on someone who wants to get into the Sandbox and recently lost the top spot, Callie Halagain. He thinks she could be a good place to start.

He gets her into a game of pool to ease her into talking.

"Nice shot." Peter says regarding her shot.

"Elastic collision equations, contact point geometry, and practice." Callie tells him. "So, why is one of S.H.I.E.L.D.'s greatest agents hanging out in the Boiler room?" She wonders.

"Looking for the smartest mind you have in the room, trying to put together a Top Shadow unit." Peter quickly lies.

"Shadow Unit for what exactly?" Callie questions.

"Not much to say about it that isn't classified, but that tech used in the lecture hall, could come in handy for assignments." Peter says and she starts to get interested.

"Even though Donnie and Seth got hurt?" Callie asks.

"They're still alive. Accidents happen in science." Peter admits.

"Probably the best thing that's happened all year." She states and that gets Peter's attention.

"What exactly do you mean by that?" Peter asks her as she asks another hit at the pool.

"I'm just saying they got to meet Agent Fitz. They've been talking about it for weeks." Callie tells him and Peter doesn't understand that. They were ordered to come here just this...morning.

Donnie wasn't the victim, he was the designer. The device must've either short circuited or he wanted it to go off to get Fitz to talk to him. "Talking about it to whom?" Peter asks.

"Each other." Callie explains, and that means that they were both in on it.

Peter quickly contacts Fitz. "Fitz, tell me you're still with Donnie." Peter begs his friend.

_"I just left him, why?_" Fitz asks.

"Donnie and Seth, they staged their attacks to lure you and Simmons to the Academy and to remove them as suspects." Peter explains.

"_Relax, you're overreacting. We just had a little hang session. I was helping him solve his...power problem ._" Fitz was explaining until he realizes what he just helped fix.

"He's got a bigger version of the machine, doesn't he?" Peter guesses when Fitz hangs up and he takes that as a _yes_.

Fitz runs back to Donnie's room and sees that he has, as Peter suspected, in fact created a bigger version of the device.

"That's what you're trying to power. A bigger version of the ice machine?" Fitz asks him.

"You weren't suppose to see this." Donnie says when Seth comes up and uses a small air cannon on Fitz sending him into the wall.

"We need to move." Seth tells Donnie and they begin moving the machine.

-

Coulson and May have returned from their mission on finding out more about Skye's parents and all they found was bad news and they join them back on the Bus.

"Any word on the missing cadets?" Coulson asks them.

"Ward's coordinating the search effort with Agent Weaver. They've set up a perimeter and are going building to building." Simmons says.

"How dangerous are they?" May wonders.

"Extremely." Peter answers while removing his mask. "This is a device that can turn any moisture around it to ice very fast, at a great range."

"But Donnie's a good kid. Just felt isolated." Fitz explains. "Seth must've befriended him to manipulate him, using him to finish the...product"

"Product?" Ava asks.

"I think they have a backer." Fitz explains his wording. :the device, the components are rare and expensive, nothing either of them could find in the open market themselves."

"If the parts are rare, I can trace the purchases." Skye says.

"Sometimes it's not a bad seed, it's a bad influence." Coulson agrees.

-

Donnie and Seth have the device in an open field waiting for their employer, who happens to be Ian Quinn, who is on the plane toward their location but after hearing what went down, he's having second thoughts.

"_Look, Donnie and I have the device ready to sell, and we solved the power problem, but we ran into some trouble. S.I.E.L.D.'s looking for us now."_ Seth explains to him through the phone.

"Seth, what did I say was the most important aspect of this deal?" Ian asks him.

"_That nobody knows about it._" Seth replies.

"Well, now the deal's gonna have to change." Ian says. "Where are you?"

_"We're hiding at a parking garage these the Academy._" Seth explains. "_There's checkpoints set up all around._"

"It looks like I'll be turning around." Ian explains, not needing to be caught by S.H.I.E.L.D. "Sorry we couldn't do business."

_"No, wait. Can you send a chopper or something to come and get us?" _Seth begs the man. _"Believe me, it's worth it."_

"Prove it, Seth." Ian tells him. "Give me a demonstration. I want to see what I'm paying for in action, right there at S.H.I.E.L.D." He explains hoping that the machine will destroy everything.

"_Then you'll come and get us?"_ Seth asks.

"I wouldn't be able to resist." Ian promises and hangs up before calling his pilot. "The deal is a no go. Return around, go back to the Seychelles." He explains and asks for another drink.

-

In the parking lot Donnie is having second thoughts but Seth is trying to talk him into doing it knowing their only way out now is Ian.

Donnie sees that they will be in trouble if S.H.I.E.L.D. catches them and then activates the machine. It goes dead for a second before sending a blast of energy into the sky.

-

Back on the Bus, Skye gets the information and sees it was Ian Quinn who had them make the device.

"We were worried about bad influences? He's the worst there is." Skye states.

"Ian Quinn, this has to be a joke." Peter states.

"Thermopile radiation sensors. Shipped to Seth's father, who's a lawyer for Quinn Worldwide. He's buying their tech." Ava adds.

"This is his m.o. he finds young talent and takes advantage." Skye states.

"Contact Ward and agent Weaver. Have them widen their search to include Ian Quinn." Coulson says and they leave to do their parts when the computers send a weather alert.

Coulson and Skye quickly talk and Coulson explains what he found out about her family.

-

Donnie and Seth at her as it starts raining hail since their weather machine is working but the hail keeps growing in size and mass for a minute before it stops.

"Is it over?" Seth asks Donnie.

"No. It's just beginning. We're in the eye of the storm." Donnie explains.

"Storm? But crystalline nucleation should only create ice." Seth states.

"It did." Donnie replies as he sees what he's done. "Up there. We seeded the clouds." He says as the storm is becoming a superstorm.

He then turns to the machine ready to shut it down.

"What are you doing?" Seth asks him.

"I have to reverse the process." Donnie says.

"Quinn specifically said he needed a working apparatus to come pick us up." Seth says.

"All the money in the world won't matter if we're dead." Donnie replies to him and Seth sees he's right and they need to stop it.

-

"That storm can't be stopped." Fitz says. "They're in trouble."

"Where's the device?" May asks them."

"My guess, the center of the storm." Ava states. "I've seen _Tornado_."

"Ward, he are things on the ground?" Coulson asks to their man on the ground.

_"We've got almost everyone safe in the Boiler Room. How bad is this gonna get?_" Ward asks them from the boiler room.

"Bad. Can you reach the north campus garage?" Coulson asks.

-

"I can get there." Ward promises and opens the door to see wind blowing everything off the ground and closes the door.

"Yeah, That ain't happening anytime soon." He corrects himself.

-

"Is there any way to get to Donnie?" Coulson asks. "Think fast, people."

"We can't just fly the ship into there without the Bus ripping apart." May states.

Peter gets an idea and looks to Coulson. "How about operation High Dive?" Peter asks smiling.

"You know how much I hate that operation." Coulson states.

"You know how much fun I have doing it." Peter quips.

"What's operation High Dive?" Ava asks.

"Something I'm gonna regret agreeing to later." Coulson states. "May, get us in the eye." He asks the pilot and she leaves to the pilot room.

She pilots the plane to over the eye of the storm and Peter grabs his mask and puts it back on while walking to the cargo doors.

"Are you gonna explain what we're doing?" Ava asks him as she followed him.

"We? No, this is an Agent S assignment." Peter replies to her and she stops on her tracks.

"Why?" Ava questions when Peter goes to the open haul doors and looks back at her.

"This is why." Peter says before he does a backwards dive out of the plane into the eye.

"Peter!" Ava shouts trying to catch him as he falls.

"Was he wearing a parachute?" Skye asks.

"No." Coulson says.

-

With Peter, he keeps free falling through the storm and grabs onto anything he or his webs can reach in order to slow down his descent as he gets closer to the ground.

On the ground, Seth and Donnie are trying to shut the machine down.

"Seth, hold the barium hydroxide chamber in place." Donnie tells him when a bolt of lightning hits Seth.

"No!" Donnie yells seeing he's hurt and they can't do anything and runs to help his friend. "Seth." Donnie calls making sure he's okay but sees he's been injured.

Peter grabs onto a passing tree and runs down its bark and lands on the ground and sees the machine and Seth.

Seeing the life of an agent is more important, he runs to help.

"He's been hurt. Please, you need to help him." Donnie begs and Peter runs to see if there's anything he can do, but quickly feels for a heartbeat and has already gone into cardiac arrest. There's nothing he can do to save him on his own but knows he needs to stop the machine so the plane can land and possibly help.

Peter runs back at the machine and sees they were already working on shutting it down and quickly finishes their work and reversed the storm so it vanishes almost as quickly as it was formed.

The Bus comes in to land and see there was nothing that could've been done to save Seth, no matter what Peter would've done.

-

Later on, Peter feels guilty about not being able to save him.

"Gotta say, not a fan of operation Sky Dive." Ava sates as she sits next to him.

"You, Uncle Clint, and uncle C are all on the same boat." Peter jokes along with her.

"Where did you learn that maneuver?" She wonders.

"Aunt Natasha." Peter admits and sees she doesn't know who that is. "You'd know her as Black Widow."

"Oh, that makes sense." She states and he laughs at her.

-

Coulson then returns his office and starts calling Quinn using the number from Donnie.

"_Seth, I've got to say, you you have exceeded my expectations_." The voice of Ian Quinn leaves the phone.

"We're on to you." Coulson informs him.

"_Who is this?"_ Ian asks.

"Agent Coulson of S.H.I.E.L.D. We never met, but I'm familiar with your work. And your strange obsession with the Parker's." He informs Quinn.

"_So this is a get to know you call?_" Ian asks.

"No, just a message that the first time your aircraft drifts over any country where S.H.I.E.L.D. has allied itself with, you will be blown from the sky." Coulson warns him.

"_So this is a courtesy call. Well, thank you, Agent Coulson. And I actually have a message for you. The Clairvoyant told me to say hello. And that you should hold your nephew close. Because soon, you won't be able to hold him anymore._" Ian says and hangs up leaving Coulson to question what he just said and what he meant by not able to do it anymore.

Do they have something planned for Peter? And if so, what?


	26. The cold

Peter Parker, one of S.H.I.E.L.D.'s greatest agents, is as of now crawling across the basement of the house of Ian Quinn with two bullets in him. He tried doing the best he could to stop the bleeding, but his webbing could do so much when he realized that his powers weren't helping save him.

Peter feels nothing but the cold air around him and from the blood escaping him as he's trying to get word out to the others of his location, but nobody knows where he is.

He uses all of his strength to try to reach the door handle, to call out for anyone...but it was too much and he drops to the floor as all of his strength leaves him and he closes his eyes for the last time.

-

You wanna know how this began? How he ended up here?

It began this morning, when the team found out Ian Quinn was getting a big purchase package from a company called Cybertek Technologies. A complier that deals with advance technologies and research.

Where it gets interesting is they've hired a private security outfit to transport the purchase, all former military men. And it's being transported on a train through the Italian countryside straight to Ian Quinn.

They took over the operation from the Italian government so they can work on the operation with someone knowing what's happening while they go in undercover.

May and Ward are going in as a couple and are there for when they locate the package and place a tracker on it.

Fitz, Peter and Skye are on communications. Peter has also noticed how Coulson has been keeping him away from the frontlines as well as he can for some strange reason.

Coulson, Simmons and Ava are going in as a family. Coulson being the father, Simmons his daughter and Ava the adopted daughter.

-

They're all on the train doing their assignments as may and Ward make it to their room in first class.

"Once I've located the package, I'll let you know where to place the tracker." May tells him.

"Does it seem like things are getting personal with Coulson and these assignments?" Ward wonders. "I know Coulson's been though hell, but...he hasn't been the same since, and I don't know what he said to Skye, but she's different. Driven, focused. It feels like Coulson is on a warpath to take down Quinn."

May doesn't want to say much since she knows about the threat that the Clairvoyant said about Peter. "The Clairvoyant had him tortured, this is personal. Quinn's the only person we know who's connected to all of this." She says and tries out the new spy-sunglasses Peter created to see through solid objects.

May then opens the window to the plane and climbs onto the ceiling of the train.

-

With Skye, Fitz and Peter, they're in the train car waiting for their cue to steal the keys to set up in the storage area of the train.

"Has Coulson been acting strange to you guys?" Peter asks them in a hushed voice.

"No, why?" Fitz asks.

"I don't know, it feels like he doesn't want me to be in the line of fire recently." Peter explains.

"Maybe since these guys wanted you and Coulson last time, they're keeping you out of their grasp." Skye suggests.

"Oh, here we go." Fitz says as the one of the train men approaches them.

Skye gets up and gets his attention. "Do you speak English?" She asks.

"Of course." He assures her. "How may I be of service?"

"Can you recommend a restaurant in downtown Zagreb?" Skye asks.

"Someplace affordable, with big portions." Fitz adds using an American accent.

"You are looking for something romantic?" He asks them.

"Oh, no. Traveling family, our little brother is with us." Skye lies and points to Peter.

"How's it going?" Peter asks him.

"We've been planning this whirlwind trip all around Europe for a while. But our parents didn't trust us leaving the country with him until he was old enough to at least know how to find us if he were to get lost." Skye explains while leaning in close enough to seal his keys.

As soon as he left, they made up shop in the compartment of the train using his keys to get in.

"Family trip, great lie." Fitz tells Skye.

"Well, I could easily say that you chained your hair color and me and Peter look like we can be siblings." Skye says.

"Nah, I don't see it." Peter replies to that statement. "Besides, could've been easier for me to have just break the lock with my powers." He states.

"Just wanted to see your face with my lie. You disappointed me." Skye tells him.

"I was trained to hide my emotions when needed to. Frankly, you could've stubbed my toe and I wouldn't have flinched." Peter says as they get to work. "Comms are now live. Check in, who's out there?"

_"We're here. Just waiting for May's signal._" Ava reports to them.

-

"So, remember, our target is Carlo-" Coulson was explaining when the girls interrupted him.

"Manchini, head of security." Ava states.

"I know, I memorized his face." Simmons says. "I memorized everything." She says when they see the said Carlos heading in their direction and Ava slips a tracker into his pocket for May to see from above.

-

May activates her glasses and gets the signal from the tracker. "Following the target to the package." She tells them as she follows him from above.

_"Okay, all of Cyberteck cases are usually lined with tungsten polymer to prevent scanning._" Peter explains to her. "_Meaning it will show up as black on the infrared."_

May understands and keeps following the man until she comes up across a black box blurred out on the scanner.

"Eyes on the package. It's the fourth seat from the back." May tells them but gets nothing back but static. "Can anyone hear me?" She asks when she sees Cybertek is taking the package and leaving when one of the security men starts shooting and she looks and sees someone in the car's opening shooting and uses her parachute to get off the train and tries getting into contact with anyone on the train.

-

Everyone is getting the same thing as May about the static in the comms and Coulson is getting worried.

"My comms aren't working, you guy?" He asks the two of them.

"Peter? You read?" Ava asks into her comm.

"Fitz? Skye?" Simmons calls and gets static as well.

Coulson is now fearing the worse and gets up. "Somethings wrong. Sit tight. I'm gonna go make sure we don't loose the package." He says and goes to the back of the train to Where May said it was before they went offline.

Coulson makes it to the back and sees the package is gone when Ward comes running in.

"Ward?" Coulson asks as he keeps running.

"We've been made!" Ward says as the Cybertek security comes chasing Ward and pulls out a device.

"Grenade! Coulson, we got to jump!" Ward says and they leap out of the door of the plane and they drop the grenade, freezing the two of them in place.

May just reaches them and sees they're frozen in place for some reason.

"I've got to get you guys somewhere safe." May says before leaving into the fields and finds a farmers truck and starts to Hotwire it when a gun gets pointed to her head.

"We've been looking for you, Agent May." One of the men from the European government says who may recognizes as who Coulson talked to about the case, Signore Russo, when a truck arrives and surrounds her.

-

Coulson and Ward finally get up with no memory of being frozen but sees that the train is gone.

"The train, it just..." Ward starts trying to find the words.

"Yep. Vanished." Coulson confirms. "Which I might add, not easy." He says.

"I told Simmons I'd be back for them." Ward informs Coulson.

"May and Peter are there. They'll be okay." Coulson says when Ward looks and sees May's spy-glasses.

"May's not there." Ward states picking the glasses up.

Coulson now gets worried for everyone and pulls out his phone to call for backup. "Is your phone working?" He asks Ward.

"No." He says while pulling his out. "Cybertek must have taken out our electronics." He guesses when Coulson picks up the weapon they thought was a grenade.

"Might be a cloaking mechanism." Coulson guesses.

"Maybe it created a portal and jumped the train there?" Ward guesses.

"Let's hope not. I can't deal with Asgard today." Coulson states looking over the device.

"Cybertek knew we were coming. How?" Ward asks.

"Could've been the Clairvoyant." Coulson guesses and thinks he might've played Peter into their hands when they see cars approaching and think they might be Cybertek.

"We got to get back to the plane." Ward says and they run into the fields.

They go through the field and they spot the car may hotwired.

"Keys might be in it. It's the country. People are very trusting in the country." Coulson says as they approach and see the car already running and it was hot wired.

"This is a bit suspicious." Ward states.

"I was thinking fortuitous. Let's get to the plane." Coulson says as they get into the truck and drive off for the plane.

-

With May, the Spanish government men have moved her to a secure house and have tie her hands above her before finally waking her with water.

"Get your bearings, sweetheart. There you go." Signore Russo says to her. "I realize you're confused. But I'm here to help. You see, I make it so Cybertek equipment moves across Italy without incident. They make sure I'm well taken care of. All we need you to do is tell me where Agent Coulson and Ward are."

May gets angry and quickly smiles at what she heard him call her.

"Why are you smiling?" He asks her.

"You called me sweetheart." May mocks.

"Fine, have it your way." Russo says when he grabs a knife from across the room. "Just remember, your boss asked to be part of this op. I warned him against it. So if you're looking for someone to blame, look for him." He states and stabs her shoulder.

May groans in pain before getting an idea. "That's just what I needed." She states when he turns away and she grabs the knife and cuts her hands free and starts fighting off the men in the room and Russo gets into his car and drives off while she was distracted.

-

Back on the Bus, Ward and Coulson arrive to get a call from him and answers.

"Signore Russo, are you okay?" Coulson asks and sees his head has a mark from May. "What happened?"

"_Agent Coulson. Thank god. I've been trying to reach you. Cybertek knew._" Russo lies to them. _"They knew we were at the station._"

"They knew we were on the train, too. Most of my team is unaccounted for." Coulson says.

_"Most of my men are dead." _Russo says referring to the men May just took out. _"Where are you now?"_

"On our plane. We'll send you the coordinates." Coulson says. "And Russo, do you have any idea what happened to the train?" He asks, hoping they haven't gotten to the the rest of the team, especially Peter.

_"What do you mean?"_ Russo asks, not understanding what he means.

"It vanishes, with our team still on it." Coulson explains to him.

_"Okay. We'll look into that. I'm on my way to you now._" Russo says going along with whatever they're saying trying to get away from May. _"And maybe together, we can find some answers._" He promises before handing up.

"What do we do now?" Ward asks Coulson.

"I'll call H.Q." Coulson says and hands the device to Ward. "You take this to the labs. We need to figure out what happened to the train."

Ward places the device on the table and waits for something to happen and he has no idea how it works.

"Holotable, on." Ward says while waving his hand and nothing happens.

"Holotable, activate." He tries and nothing happens so he looks underneath the table and finds the power button. As soon as it powers up, everything from their past missions comes alive.

"Really? Is this Peter messing with me again?" Ward wonders knowing Peter loves pranks and starts swinging his arms around and removes everything until he finds the small grenade when Coulson joins him.

"S.H.I.E.L.D. has satellite images and the train's gone. They're checking alternative routes it could've taken. If it's somewhere on earth, we'll find it." Coulson explains and sees how far he's gotten with the table.

"It's tricky, isn't it?" Coulson asks. "I couldn't even find the on button without Peter's help. That kid makes me feel old." He says and wishes he took Peter up on that offer to show him how this thing works.

"Can you zoom in?" Coulson asks Ward and he tries using his hands and nothing happens.

Coulson tries it himself and only manages to get the device to squish itself.

"Okay, let's just upload the specs to H.Q." Coulson offers giving up and Ward agrees when they see Russo coming up.

"Agent Coulson, it's gonna be all right." Russo comforts them as he starts boarding the Bus. "We found your people. The train, it's-" he gets interrupted by a knife going into his back and they see May bruised, beaten and wet.

"Wheels up in five." She says leaving them with questions.

"You okay?" Ward asks seeing her bruises. "You were on the train when it disappeared."

"May, why'd you kill Russo?" Coulson asks.

"The train didn't disappear, Russo sold us out." May explains to them. "Get the plane ready. I need a shower." She states and leaves them.

-

Back before the train disappeared, Peter sees the glasses go offline and his senses warning him something is wrong.

"May, can you hear me?" Peter asks, hoping it's just some train-tick. It's not a thing, but it's better than thinking they've been lead into a trap. "Ava, you there?" He asks and is now fearing the worst.

"All comms And phones are dead." Skye informs them. "Someone's using some sorta electronic scrambler."

"Cybertek knows we're here." Peter warns them.

"We have to go warn the others." Fitz says and they agree when the door burst opens and someone starts shooting at them.

"Stay down!" Peter shouts as they duck for cover. Out of nowhere, Ava comes out from behind him and tackles him to the ground when Simmons comes in and the man pulls out a bomb.

"We've been made!" Simmons says as they all try getting a distance away from the bomb as it goes off and Simmons along with the security guard falls to the ground.

"She okay?" Ava asks as Skye checks for a pulse.

"She's okay." Skye is happy to report.

Peter takes a closer look at the device and what happened to the two of them. "I'm guessing this is a different form of Dentotoxin."

"Like the stuff in the Night-Night gun?" Skye asks.

"Yeah, but they've updated it. It's now airborn." Peter states.

"I suppose if they were in some form of black sleep, that makes sense." Fitz agrees with him.

"We got to get out of here, find the others and find out what to do." Skye says and they agree.

"Maybe we should leave Jemma a Night-Night or something to help in case." Ava says and Peter paces his into her hands and takes his web shooters out of his pockets.

"Never leave home without them." Peter states to them.

"What do we do with this guy?" Skye asks regarding the security guy. Peter smiles and knows exactly what to do.

He works fast and uses some of his webbing to put the guy into a cocoon that he can breath in, while he's hanging upside down.

"Don't worry, the webbing holding him up will snap before he dies of head rush, but the cocoon will keep him for about a few hours." Peter says to Ava when the train begins to stop.

Skye comes back after checking the train for the others. "I've looked everywhere and can't find the others anywhere."

"What about Cybertek?" Fitz asks when they hear vehicles outside and look out the window to see that they're taking the package away.

"What do we do? We're the only ones left." Fitz asks.

"Do you have an extra tracker?" Skye asks Peter.

"Yeah, of course I do." Peter informs her.

"Then let's follow them. Two of S.H.I.E.L.D.'s best agents and two tech geniuses. Let's do this." Skye states and they leave to follow them to Quinn.

-

Coulson and his team have caught up with the train and missed them by about a half hour.

"Agents on the ground have no idea why the train stopped suddenly." Ward tells them.

"Any sign of our team?" Coulson asks.

"No." Ward says when they see where the windows have been cleared off to see the package being moved.

They go into the car to see what the can find and see all of their tech equipment has been shot when Simmons wakes up and grabs hold of the Night-Night gun.

"Everyone get down!" She yells before she starts shooting everywhere.

"Simmons, stop!" Coulson calls out for her and she sees that it's the rest of them and is confused.

"Where's everyone else?" Simmons asks and they were hoping that she knew.

-

Ava had Peter were able to keep up, but it took some time for Skye and Fitz to keep up since they're not as fit as the two of them. Heck, no one is as fit as the two of them.

"Here we are." Peter says as the car with the package apeoaches and leaves into the countryside home and Quinn joins them. "Uncle C was right. Cybertek lead us right to Quinn." He informs them.

"Okay, activate the tracker. Let them know we're here." Ava asks them and Fitz is on it.

Peter takes a close look and knows there's something going on here bigger than just a simple package.

"We can't let Quinn get away again." Skye says knowing they'll escape before the team arrives. "If Coulson we're here, he wouldn't let that happen."

"That's crazy, right Peter?" Ava states since neither of them have their bulletproof suits and that could mean something bad could happen.

"He wouldn't want us to let that happen, she's right." Peter says and Ava is confused. "Fitz, Ava, you guys stay out here, disable their cars. Me and Skye will go in, take down their tech support." He tells them the plan.

Ava quickly grabs his hand before he has a chance to leave with Skye. "You sure this is a good idea?" She asks.

"No, but I'll be okay." Peter promises.

"I'll hold you to that." Ava promises as they split up to do their jobs.

Skye and Peter make it to the house and Skye shoots the guard using the Night-Night gun. Peter uses his mask to scan the building and finds the tech labs on the top floor.

He then shoots a web to the ceiling and grabs onto Skye's waiste. "Hold on." He warns her before retracting his web and she grabs onto his neck and they get pulled to the computer labs. To make sure she doesn't get caught, Peter webs the door shut so nobody can get in.

"Get what you can, I'll look for that package." Peter tells her the plan and leaps down the window and into the lower window. Luckily it was open so he didn't smash any glass on his way in when he hears someone from Cybertek talking down the hall using his super hearing.

"Find mr. Quinn, tell him his purchase is downstairs." She says and Peter knows where he's going.

He makes his way through the building and finds his way down the stairs into the basement and sees a long cylinder container in the room that looks like a _Star Trek _escape pod. Peter approaches the container and looks inside to see the last person he ever expected.

"Mike Peterson?" Peter asks when his senses go off and he turns to see Quinn and half a dozen guards holding quick rifles at him.

"Peter Benjamin Parker, I presume." Quinn says as Peter is aiming his web shooters at them, but he knows if he tries to fight them, he will get shot since he doesn't have his bulletproof suit on. "The Clairvoyant told me to expect you. Yeah, you guys have been looking into us, while we've been looking into all of you." Quinn tells him.

"And we found a handful of particularly interesting things in your parents crashed plane." Quinn continues as he opens Mike's container and Peter now sees the scars from the explosion he was in and his missing limbs.

"Oh, that's right. You two know each other, don't you?" Quinn asks them. "Yeah. _With great power, comes great responsibility._ I believe your exact words were at the station. Do you know who I am?" He asks Mike.

"And do you have your orders?" Quinn asks and Mike nods his head. "Good. Because I purchased something that's gonna help you complete them." He says and shows he has bought animatronic leg. That's what the package was they were after.

"Mike." Peter calls out to the man. "What's going on here?" He asks and he doesn't answer as Quinn attaches the leg to Mike.

Peter just watches while keeping his guard up, knowing it's bad time to let it down as Mike takes his first steps with his new leg.

"Thank you. You will be receiving your payment shortly." Quinn tells the sellers. "That is the best money can buy, my friend. Every piece of technology in you is top of the line." He informs Mike.

"I just wonder if I'm getting my money's worth." Quinn says while Peter is getting a bad feeling. "I know you get your orders from the Clairvoyant. So that means you're not allowed to hurt me. But what I tried to hurt you?" He asks and pulls out a gun on Mike.

Peter gets ready to web the gun if he tries to hurt Mike.

"No." Mike says and Peter sees he must be under the same control as the Centipede soldiers.

"And...if I wanted you to hurt him?" Quinn asks and hands Mike the gun and raises his hand to face Peter. "Could you hurt him? I mean, what would hurt Agent Coulson more than taking away the one person he cares about in the world?"

"Those aren't my orders." Mike says and hands the gun to Quinn. "He's not who I'm supposed to kill." He says before leaving along with the other men.

Peter then gets over the fear and turns to Quinn and raises his web shooters.

"What did you do to-" Peter was asking when a _BANG_ is heard and Peter feels nothing but cold and looks down to see Quinn actually shot him. The blood rushing from his heart, hoping his powers kick in and starts healing him, but they're not doing anything as he starts to fall and Quinn catches him before shooting him again and dropping him.

"I'm sorry." Quinn apologizes and takes some of Peter's blood. "I have my orders. They said they don't need it fresh. But you were S.H.I.E.L..D.'s greatest asset." He says before leaving him to die, but before he could close the basement doors, Peter shot a web to his suit that he doesn't seem to notice.

And this is about where you started off.

Peter's down bleeding, nobody knows exactly where he is and there isn't much hope for him. The webbing he tried to stop the bleeding didn't do anything, and he's starting to think that maybe the bullets were created to counteract his abilities somehow.

He feels nothing but the cold air around him and from the blood escaping him as he's trying to get word out to the others of his location, but nobody knows where he is. He uses all of his strength to try to reach the door handle, to call out for anyone...but it was too much and he drops to the floor as all of his strength leaves him and he closes his eyes for the last time.

As he closes his eyes, one thought enters his mind. The only person he truly failed in his life.

_Gwen._

-

Upstairs, Mike meets up with the rest of Cybertek's people.

"Where's Quinn?" One of them asks.

"Where's the money?" Another asks.

"There is no money," Mike informs them, "you failed. The Clairvoyant isn't happy. You lead S.H.I.E.L.D. right to us." He states before he grabs one of their necks and everyone starts trying to shoot him but they're failing.

-

Outside, Fitz and Ava are working on the cars when Ava can smell something in the air using her emblem that she keeps with her even without her suit (Peter's advice). it smells like...blood. Before she could tell Fitz what she can feel, a man comes flying out a window and they hear more commotion inside the home before they hear another gunshot and see Ward and the others have made it.

"Where's Skye and Peter?" Coulson asks them.

"Skye's in the top floor in the building on the computers, we don't know where Peter is." Ava tells them.

"They didn't want Quinn getting away again." Fitz explains as they rush to surround the building.

-

Quinn was walking out to his car when one of the men warn him the driver isn't responding.

"Ah, Coulson's team finally arrived." Quinn states when the door gets broken open and Ward comes in and shoots the Night-Night gun at all of Quinn's men and before he could go anywhere, Coulson points an actual gun to his head.

Ava comes in and punches Quinn and he falls onto a table where Coulson holds him down as Skye joins them after Ava cut trough the webbing. Ava sniffs Quinn and smells Peter and Coulson sees the blood on his hand and in the canister.

"Where's Agent S?" Coulson yells while keeping the gun to his head.

"You know, Agent Coulson, it's dangerous...to keep sending your own nephew into dangerous assignments after what I warned you on that phone call. Especially when he means so much to you." Quinn states as Coulson punches him, knocking him out.

"Search the house, find him!" Coulson tells everyone as they start looking. "Tiger, you got his scent anywhere?" He asks Ava when she sees the web attached to the floor.

"Don't need it." Ava tells him and leads him to the basement when the scent of blood gets stronger and Ava breaks down the door and looks around the room when Coulson spotted him leaning next to the door.

"Oh, no." Coulson says hating to see his nephew like this. "Simmons! Get down here!" He calls out and Ava runs to him and sees the injuries.

"No, no, no!" Ava says rapidly as her heart starts racing seeing not only her friend, but someone she has come to see as family is dying.

"Just hang on, Peter, okay?" Coulson pleads to him when Simmons and everyone else makes it and sees him. "He's been shot." He tells them.

"Keep him upright." Simmons says and tries to stop the bleeding.

"I got no pulse." Coulson says. "And I don't think his healing factor is working." He warns Simmons.

"He's lost too much blood. I don't..." Simmons was saying before she sees Peter's hand is pointing towards the container that held Mike earlier. "Put him in there." She tells them.

"What is that thing?" Skye asks.

"It's a hyperbaric chamber, and I said to put him in there now!" Simmons comands and everyone helps carry Peter onto the machine.

"I need to get his temperature down. Fitz." Simmons calls out.

"Yeah, I got it." Fitz says and gets to work as they close the container. "It has to be lower than normal, to help counteract his abilities." He reminds himself and they now wait for something to happen.

"Is it working?" May asks as Peter seems just as lifeless as ever before.

"Simmons, is it working?!" Coulson asks, yelling worried for him as Peter lets out a small breathe they could see in the cold temperature.

"For now." Simmons says relieved she was able to save him, but he needs real medical treatment. Fast.

-

They move him in the container onto the Bus along with Quinn in the interrogation room.

"His core temperature is hovering around 22 degrees Fahrenheit. If we don't bring him back up to temp in the next few hours, he could start sustaining permanent brain damage." Simmons warns them. "We need to get him to a medical facility and fast. Until then, I'll do everything I can to make sure he will stay alive." Simmons says before excusing herself to go and clean the blood off her hands.

Coulson looks at his nephew and knows if he doesn't save him, he failed his promise to his parents on keeping him safe. But one things for certain, he's gonna do whatever it takes in order to save his life.

Because he isn't just his nephew, Peter's basically his son.

And he would do anything to keep him alive. And there might be only one way now...

T.A.H.I.T.I.


	27. The Magical Place

Peter was laying on water somewhere. The water was clear instead of black, and the sky was light blue and clear, which was odd since he couldn't see a sun or any light source. Peter looked to the side, the water was clear, but he still couldn't see anything besides his own reflection.

He shifted to try to get a better look at his surroundings, but stopped when a sharp pain ran across his torso. He pushed through the pain with a quiet gasp, and took a breather while he rested his head on his knees.

As he sits there, the memories of what occurred come back to him about the mission and him getting shot and the darkness surrounding him.

Peter then starts getting confused to where he is and quickly looks around when he can see someone else in the distance playing a piano.

"_What's left to say? These prayers ain't working anymore. Every word shot down in flames. What's left to do with these broken pieces on the floor? I'm loosing my voice calling on you._" The figure sings in a female voice and Peter walks towards her to see the last person he'd ever expect to see.

Gwen Stacy.

"'_Cause I've been shaking. I've been bending backwards till I'm broke. Watching all these dreams__ go up in smoke._" Gwen keeps singing as Peter runs to her while ignoring the pain in his chest before hitting an invisible wall. He then starts feeling on the wall trying to find a way through and there isn't anyway through.

"Gwen, what's happening?" Peter called out to her hoping she can hear him and she stops playing the piano.

"_Can beauty come out of ashes?_" Gwen sings and turns to face Peter. "It's been a while, Spidey." She states while smiling happily.

"Yeah, it has." Peter says with tears in his eyes. "Gwen, I'm so, so sorry for what happened." He starts off, not knowing what to say.

"Petey, I don't blame you for what happened." Gwen assures him while spinning around to face him.

"_He was shot twice in the abdomen at close range almost two hours ago._" Coulson's voice echoes throughout this place.

"What was that?" Peter asks Gwen while looking for the source of the voice, hoping she knows what he's talking about.

Gwen gets off of the piano chair and walks over to the invisible wall and leans against it with Peter on the other side. "Those are the echoes of the outside world. It's what happens when you die. You can still hear through your own body about what people are saying around you. Of course, after a while, you can't hear anything after your put six feet under." She explains to him.

"_He's tachycardic, hypotensive, and lost a significant amount of blood._" Simmons voice being next to echo through the place.

"What exactly is this place?" Peter asks Gwen.

"I like to call it a World Between Worlds. It's where you go before you die, but you're unconscious except not conscious enough to be considered alive. I spent a short time in your place, while I heard you begging for me to hold on. And I did, trust me I tried. But that place only lets you hold on for so long. It just matters of if you're alive and your will to keep living." Gwen tries her best to explain.

_"We had to lower his core body temperature in order to transport him here._" Simmons continues.

"_It's probably what kept him alive this long. We'll do everything we can to save him._" An unfamiliar voice says and now Peter hears dozens of voices and his body is being poked and the pain starts increasing.

_-_

In reality, the team just brought Peter into a S.H.I.E.L.D. medical facility to get him treated on and they just took him away.

"Oh, dear. I'm a mess." Simmons says as they watch Peter get pulled into the operating theater.

"No, you were great." Coulson comforts her.

"Incubate, and lets start getting that shirt off." One of the operators say and they start getting to work on removing the bullets while cleaning the blood off of his body.

_-_

In the waiting room, everyone is waiting to hear about his condition while Coulson is on the phone trying to get into touch with Fury to possibly get information on how he saved him and maybe they could use that to save Peter as a last resort. Besides, no matter how much he tries to deny it, Fury cares about Peter and would want to be here.

While he did that, May was able to get into contact with Barton and Romanoff and they came rushing over to check on Peter themselves, which meant that they were also informed Coulson was alive.

"That's unacceptable." Coulson tells the man on the other end of the phone. "I need to speak to director Fury immediately, please." He pleads to them.

"I should've stopped him." Ava states when she had the chance to.

"Ava, there is nothing you could've done to stop Peter." Natasha tells her while placing a comforting hand on her shoulder.

"I shouldn't have left him alone." Skye states feeling like that it should've been her to get shot.

"It's nobody's fault. Peter must've forgotten he wasn't invincible or forgot he wasn't wearing his bulletproof uniform." Clint replies from the arm of the couch.

"The one to blame is the man who shot him, Ian Quinn." May states to them. "He's responsible."

"Yes, the message is, I have a dying Agent S, and there are questions only he has answers to." Coulson says to the person from the other end of the phone before hanging up seeing he's getting no help from them and starts pacing.

They have been waiting for longer than comforting for them when a nurse finally walks out to them with the news.

"How is he?" Coulson being the first to ask.

"Not good." She admits to them. "The shots perforated his stomach and penetrated his lungs. We resected what we could, but...there's been too much damage."

"He's supposed to have a healing factor." Clint informs her.

"What you call _healing factor_ is actually his heart sending blood throughout his body faster than the normal person, to heal most of his wounds at an abnormal rate. And it seems that the bullets were laced with some form of poison, and that's what's also killing him." The nurse explains.

"They were expecting him specifically." Natasha recalls what she's saying.

"So what's next?" Coulson asks, hoping for a way to save him.

"We can keep him comfortable, but you'll need to make a decision on whether or not you want to keep him on life support." She says since everyone in S.H.I.E.L.D. knows Coulson is the go-to person when it has to do with Agent S.

"You're saying there's nothing that can be done?" Ava asks with tears in her eyes.

"I'm saying you need to call his family and get them here as soon as possible." She explains to Coulson who can't believe what he's hearing.

"We're his family." Natasha states since everyone in this room has a special connection to Peter in some way. And Ward's here, too.

"In that case, I'm very sorry." The nurse apologizes for their loss and May leaves the room.

-

Peter is still leaning against the invisible barrier between him and Gwen as she is still with him as the pain has finally stoped and the voices have become more distant.

"So, this is what it feels like to die?" Peter asks Gwen.

"Everyone has a different experience. Yours I have to say is one of the most peaceful ones." Gwen says looking up at the stars that have started appearing. "You always were a stargazer." She jokes.

Peter chuckles at her attempts of humor seeing there isn't much to do in this place. "Yeah, it's a pretty magical place." Peter states. "How long will I be here for?" He wonders.

"Depending on if your body is ready to let you go, or if they're ready to let you go." Gwen tells him and knows that Coulson would never do that.

"Why do you look older than the last time I saw you?" Peter wonders since it's been two years since her death and it seems like she's grown.

"Time doesn't stop when you die. When you die old, your clock goes backwards until you reach a certain age and it suddenly stop. Same goes for when you die young. It's like a whole different reality here." Gwen explains.

-

Quinn was still in the Bus interrogation room when the door opens and May steps inside with anger burning through her eyes.

"Finally, I was starting to think I was forgotten about." Quinn states before May slams his head into the table and pulls his chair from underneath him.

"Wait! You can't!" Quinn protests her actions while scurrying away.

May just grabs him by the shirt and pulls him close to her face.

"Why? Because you're defenseless, like he was?" She questions before starting to tear him a new one for what he did to Peter.

Coulson and Clint open the door and see what she's doing.

"May!" Coulson calls out and she stops pounding his face in. "Outside, now." He tells her and she leaves with Clint watching over Quinn wishing it was him who beaten him.

Peter's almost like a third child to him and Laura over the years, and would do anything to save him.

**(A:****AOU didn't happen yet, so baby Nathaniel isn't born yet)**

"He deserves to die, not Peter." May states to Coulson.

"Agreed. But right now, Quinn doesn't matter. Only Peter's life matters, and I need you to pilot the plane." Coulson tells her.

"You heard what the doctor said." May reminds him.

"She said there was nothing more they could do for him, but there are doctors who brought me back from the dead. If they can do that, I bet they can give Peter's powers an energy boost to save him." Coulson explains and now May understands the plan.

-

They have Peter moved to the Bus in a emergency container still hooked up to everything to keep him alive and Coulson looks as him, knowing his life is in his hands more than ever now.

"H.Q. radioed in." Ward walks up to him. "They've ordered us to hand over Quinn for interrogation and transport to the Fridge. Do you want me to arrange the transfer?" He asks.

"No. Quinn stays in our custody until I say otherwise." Coulson tells him.

Ward looks at how focused he is and looks over at Peter. "Are you sure about this, taking him all the way to Bethesda?" He asks Coulson.

"It's where my file says I was treated after New York. Barton and Romanoff know nothing about it." Coulson explains since the two made it perfectly clear they weren't going anywhere without knowing Peter was going to be okay.

"I understand, but what makes you think the doctors there will be able to do anything different?" Ward asks. "I know they saved you-"

"They did a lot more than save me." Coulson admits and knows it's time they all knew the truth. "It's time that everyone knows the truth."

-

Coulson fills everyone in on the Tahiti project he received.

"What you're describing, it's medically impossible." Simmons states to him.

"Except for the fact that I'm standing here proof that it's not impossible." Coulson informs them and drops the Tahiti file in front of them. "My file, describing how they brought me back. The doctors, the procedures, the drugs. I'm ordering you to read it." He states since it's a Level 10 clearance.

Fitz and Simmons open it to the front page.

"_Death and recovery report_?" Skye asks reading it.

"It's only recently that Director Fury gave me access to this. I've gone over it over it dozens of times. I need you to decipher the medical parts of it I don't understand. Feel free to reach out to dr. Streiten. He should be eager to answer any questions you may have." Coulson tells them.

"Yes, I'm sure I'll have quite a few." Simmons states looking further into the file.

"What about Tahiti?" Fitz asks.

"Turns out, not so magical, just false stories implanted to cover up what was done." Coulson informs them.

"It says here your heart was perforated, torn in half." Ava states looking at the file.

"That part of it I understood." Coulson explains. "And yet, they managed to heal the damaged tissue completely."

"And if they could do that, they could do the same to save Peter." Clint guesses.

"We'll get right on it, sir." Simmons promises and Ward sees on the computers, as Natasha is by Peter's side holding his hand.

-

Back with Peter, he can hear Natasha humming the lullaby she hasn't sung to him since he was little and was always afraid of everything.

"I don't know how much longer I can hold on." Peter admits while holding his hand feeling the warmth from his aunt.

"You just gotta keep holding on." Gwen tries comforting him. "You have to keep moving. You have the ability to make a difference in the world better than anyone I've ever known, and you just have to keep going. You've been protecting everyone from harm, and now you just have to focus on yourself."

"That's never been my strong suit." Peter replies when his senses go off, which doesn't make sense until he realizes it's from something going on in the outside world.

_"S.H.I.E.L.D. 616, this is Tower Michael Tango. You are in violation of S.H.I.E.L.D. Directive 1297. Response immediately."_

"Disobeying a direct order?" Peter asks, confused to what they disobeyed.

-

In reality, May and Ward are in the cockpit and just received the transmission.

"We didn't hand Quinn over for interrogation." Ward states why they're here.

"That's just great." May states and responds when she sees two jets on their shoulders. "This is S.H.I.E.L.D. 616, how do we proceed?"

_"Prepare to be boarded and relinquish command."_ They respond and see this isn't going to go well.

"Really? All the war and chaos in the world, and S.H.I.E.L.D. sends a plane after us?" Coulson asks as he and Clint goes to greet the boarding party.

"Three planes." Clint corrects him. "A small transport to dock and a pair of F-35s on our tails to make sure we hand over Quinn."

They feel the plane docking on the top of the plane and the Bus shakes. "If they scratch my paint, I'm gonna be pissed." Coulson warns him.

"I'll await its orders here, sir." Ward says as Coulson goes up to see Agent Garret.

"Garret? What the hell are you doing here?" Coulson asks seeing him.

"Well, as opposed to the Level 8 jackass I'm staring at, I still follow orders." Garret informs Coulson.

"You're the worst of following orders." Coulson reminds him.

"Maybe, but I like this one. You are to immediately turn Ian Quinn over for transport to the Fridge." Garret states when a second agent from the plane joins them. "Agent Antoine Triplett, Agent Phillip Coulson." He introduces them.

"You wouldn't know from the look of it, but Phil is one of our finest." Garret tells Antoine.

"It's an honor, sir." Antoine says to Coulson.

"Trip joined me as my specialty after Ward came to your circus." Garret explains. "Go secure the prisoner." He asks Trip and he leaves and Coulson brings Garret to his office.

"Phil, come on. Just because Fury gave you this pretty plane doesn't mean they won't shoot it out of the sky." Garret informs Coulson.

"Why are you really here, Garret?" Coulson asks. "S.H.I.E.L.D. could have sent any security team to collect Quinn. Why you?"

"We've been chasing him since Malta. Then yesterday, your little Italian job cost my team weeks of work." Garret explains to Coulson.

"You can't have him, not yet." Coulson tells Garret. "Quinn shot Agent S. He's on a life support in a med pod downstairs with Agent Romanoff by his side. We are taking him to the trauma center in Bethesda." He informs Garret.

"Quinn actually pulled the trigger on S?" Garret questions. "Peter is on life support?"

"Peter infiltrated his compound in Malta. When Quinn saw him yesterday, seemed he took it personally." Coulson explains.

"I never took him for a triggernan. He usually pays others to do that." Garret says to that information. "I've lost three of my own chasing him. "

"Then you understand why I can't give him to you until we save my kid." Coulson states, his wording being a slip of the tongue, but he meant it.

"Because if Peter doesn't make it...neither does he." Garret says and understands now.

-

Back in the labs, Fitz-Simmons are working on trying to decipher the file.

"I've never even heard of half of these drugs. GH-325?" Simmons questions. "And what about this robotic assisted neural micro surgery they used to implant the Tahiti memories?"

"Well, we can't argue with the results. He's walking around." Fitz states and they look at the footage of Peter and remember what's at steak.

"Yeah, but at what cost? You read the transcripts. He begged the doctors to let him die." Simmons replies.

"This is different. Peter's still alive. We had to keep him that way, right?" Skye reminds them as Simmons' phone rings.

"Oh, I've asked dr. Streiten to advise us." Simmons says and answers the phone to receive bad news. "Are you sure? That can't be." She states as it seems the doctor has fallen off the grid.

-

In the interrogation room, Quinn is resting after the beaten received from May when the door opens and Coulson lets Garret in to question him when he notices how bruised up he is.

"And here I thought I was gonna get to play bad cop." Garret jokes to Coulson.

"Ian Quinn, this is Agent Garret. He's here to ask you a few questions." Coulson explains to him.

"No, thank you. I...my head'a still ringing from the last visitor." Quinn states.

"At least the last visitor left you with a head. I'm not always that considerate." Garret warns him. "I'm interested in one of your newer projects."

"Oh, but there's so many to choose from." Quinn jokes when Garret grabs his tongue to shut him up.

"Let me be clear. You have no rights. You have no lawyer. And the only thing keeping Agent Coulson here from throwing you out of the plane is the very weak heartbeat of the young agent downstairs, and the only incentive I have for not tearing out your tongue is that you use it to answer my questions. Is that clear?" Garret asks and gets a muffled response from Quinn.

"Did you understand that?" Garret asks Coulson.

"No." Coulson replies loving the torment Quinn is getting when Garret lets him go.

"Tell us about Cybertek and the Deathlok program." Garret asks Quinn.

"Deathlok?" Coulson asks.

"Catchy, right? Sounds like some wrestler from the '80s." Garret states.

"Those are some dangerous waters, and the last agent that waded into them wounded up with two in the stomach." Quinn replies and Coulson is getting ready to beat him senseless speaking about Peter that way when Garret stops him and slaps Quinn for Coulson.

"So...he's still alive?" Quinn asks.

"Yeah. And you better hope he stays that way. Or you're going to have two angry Avengers on you next." Garret states referring to Clint and Natasha, who are most likely hearing in on this.

"Is that why you shot Peter? Because he saw what Cybertek delivered?" Coulson asks Quinn.

"No. I shot Peter because that's what the Clairvoyant wanted me to do it." Quinn tells them, which means they were in fact waiting for Peter. Coulson lead them into a trap. He wanted to keep Peter safe, but ended up being played.

"What I find surprising is how a big shot billionaire could fall for this psychic jumbo jumbo." Garret wonders.

"Oh, I doubted it at the beginning, but then I realized it would be mutually beneficial." Quinn states.

"He must have something pretty terrible on you." Coulson replies to him. "Shooting a child?"

"Let's just say I learned the hard way that obeying was in my best interest." Quinn informs Coulson.

"Yet...here you are." Garret intervenes.

"Let me assure you it wasn't luck that lead me to your partner's black sedan in Berlin or that he'd open the door for a redhead or those two agents in Morocco." Quinn tells Garret. "Do you think it was luck that my people found them in that raid?" He asks talking about the people Garret's team that died. "No, it was the Clairvoyant."

"Your Clairvoyant say anything about me knocking your teeth in?" Garret questions Quinn.

"The Clairvoyant sees everything...except what happened to him." Quinn says looking at Coulson.

"This is still about me." Coulson reaplzies.

"Hold up, you're gonna need to rewind the tape, Phil." Garret states since he seems to have missed something.

"You heard about my near death before the battle of New York?" Coulson asks Garret. "Turns out there's more to it than that. I thought I was gone for seconds, turns out it was days."

"That's impossible." Garret replies to that information.

"Which is why the Clairvoyant will do anything to know how it happened." Quinn interjects to them.

"Even order you to risk shooting S.H.I.E.L.D.'s best Agent." Coulson states.

"No, they ordered me to shoot your nephew." Quinn corrects him since they didn't care he was the best agent. Coulson loves Peter like his own son, put him in danger and Coulson will tear the world apart to save him.

"Wait. You don't know what they did to save you." Garret now realizes.

"That's why we're flying to where I was treated." Coulson says.

"So shooting the kid forces you to figure it all out." Garret puts together.

"So the Clairvoyant can finally see." Quinn keeps interrupting.

"Or you let the kid die." Garret finishes.

May goes down to the labs with Natasha close behind after they were called in.

"You wanted to see us?" May asks.

"I just got off the phone with the trauma center in Bethesda. Dr. Streiten's gone off the grid." Simmons explains.

"So we'll find a different doctor who operated on Coulson." Natasha tells them.

"That's the thing. It seems he was never treated there." Fitz says.

"Okay, now I'm getting confused." Clint states to them.

"All of this is confusing. The doctors listed, the iterating room number. None of them exist." Simmons says to them. "None of them are a part of S.H.I.E.L.D."

"This is why I hate your endless secrets, Fury." Natasha mumbles to herself.

-

Coulson leaves the room and is met with May about what Fitz-Simmons learned.

"Quinn shot Peter for nothing." She informs him. "The place we were going, the doctors who treated you, they don't exist."

"Or maybe they existed somewhere else." Coulson corrects her. "This is S.H.I.E.L.D., there are always secrets."

"That's my fear, sir." Simmons says. "Your file is filled with secrets. Experimental drugs, unknown surgical procedures we've never heard of. Frankly, Fitz and I only understand about 70% of what's in here."

"Even if we do find where they treated you and we were able to replicate the procedure, there's the other obvious question." May says and this is why she has to make sure Clint, Natasha and Ava weren't in here for this part.

"Which is?" Coulson asks, not liking where this is going.

"Whether we should." Simmons explains. "What you experienced, sir, if this file is even partially accurate.."

"I'm not saying we put Peter through everything that I went through, but if there's something in here. A drug, a treatment that can even give his powers a boost to fight the poison, we need to find it. I refuse to let Peter die. So figure it out." Coulson tells them and they leave May and Coulson alone.

"I think we need to do everything in our power to save Peter, but in doing so, we might give the Clairvoyant exactly what he wants." May tells him.

"It's a risk we have to take." Coulson states, not willing to lose Peter. He made a promise to keep him safe, he was going to keep that promise till the end. And today wasn't the end.

-

Ava is still with Peter, not planing on leaving his side anytime soon.

"How is he?" Ava asks as Simmons approaches them.

"Deteriorating, and Simmons doesn't know how to stop it." Simmons says when Skye comes in.

"Hey, guys, I think we know how we can track down where to go." She tells them.

-

They return to the labs and set up the holographic room so they don't need to crowd around the holotable.

"A buddy of mine works in the archives at the Triskellion." Fitz says. "And he agreed to let us access it from here, he owed S one." He explains as a small holo-container appears. "Hard to believe, but this cube contains all of S.H.I.E.L.D.'s historical administrative data."

"Yeah, but if Agent Coulson wasn't treated at a S.H.I.E.L.D. facility, it won't be in here." Simmons says.

"Yes, but it also contains travel arrangements, purchase orders." Skye explains what the plan is. "Maybe we can track down the location using a paper trail." She states and they open it to get hundreds of files to appear.

"Okay. Let's start with the travel memoranda from the day Coulson got stabbed." Simmons says and moves the file to that date.

"What about dr. Streiten's departure from the Triskellion?" Fitz says and starts looking for it and starts searching everywhere when Fitz comes across something interesting.

"A world war ll bunker?" Simmons asks seeing the file.

"Collapsed bunker." Fitz corrects her. "Definitely not a sanctioned S.H.I.E.L.D. facility."

"_The Guest House_?" Simmons asks seeing what the place is called.

"Exactly. Guest House. G.H. GH-325." Fitz reminds her of the serum they used to heal Coulson's wounds, "and look at the access history."

"The only record is from a...Level 10 operative." Skye reads and looks to them.

"Director Fury." Fitz-Simmons say.

"So Fury's been to this place and he was the person who sanctioned the operations on Agent Coulson." Simmons says and tosses the hologram away. "And why aren't you trying to find the file?" She asks as Fitz starts looking and finds it.

But as soon as it's opened, they find its encrypted. "Encrypted. Skye, can you crack this?" Simmons asks when Skye looks over it and pushes the data out and sees that the numbers are spaced out and they see it's not an encryption, it's a location.

-

They found the location in the mountains and May lands the Bus and they all get ready to head out to the Guest House.

"The Guest House is not a S.H.I.E.L.D. facility. We don't know who or what's in there." Coulson warns them as he walks past Clint who's getting all his arrows in his quiver. "Be prepared for potential resistance."

"No contact from inside?" Garret asks.

"I've tried every known channel, no response." May tells them.

"Place could just be abandoned." Clint says as he grabs his bow.

"Hope not. We need the people here to work on Peter." Coulson replies to that theory.

"Simmons is preparing Peter to move at a moment's notice." Fitz tells Coulson.

"Trip can help. He's had med-tech training." Garret says.

"And Skye is here is they need anything." Ava says since Skye's staying on the Bus.

"We do our jobs right, this will all go peacefully." Natasha says as she powers up here widow bites.

"What if they don't want to help?" Ward asks.

"I'll say _pretty please_." Garret says raising a machine gun.

"We need the doctors alive and the place intact. If it does go sideways, Fitz, I need you down there to determine what Simmons can use to help Peter." Coulson tells him. "And then we take it."

They all start moving out to the facility to find out what exactly is going on and find a intercom.

_"How was the drive from Istanbul?_" Someone from the inside asks them.

"Countersign?" Coulson asks anyone.

"No clue." Garret admits.

"Never heard it before." Clint replies.

"Not one Peter's taught me." Ava replies.

"Not familiar with it." Natasha says.

"I can't find it in any of S.H.I.E.L.D.'s protocol directives." Fitz says looking at his tablet.

"This is Agent Coulson with S.H.I.E.L.D. We don't know the counter, but we have a team member in dire need of medical assistance." Coulson tells them. "We know he can be treated here. Open the doors. Maybe we can work something out, do you copy?"

"_How was the drive from Istanbul?" _They asked again.

"We're looking for medical assistance. A person's life is at stake. Will you help us?" Coulson asks.

"_How was the drive from Istanbul?_" They repeat oncemore.

"Pretty please It is." Garret says and shoots the camera.

Fitz unlocks the doors from the outside and gets them inside. They walk through the halls and find its bigger than it looks from the outside.

They were all able to fit in an elevator and see an anti chamber and glass doors.

"Can't see much beyond that. Lights are all out." Fitz tells them.

"Ava, sniffing anything suspicious?" Clint asks her.

"I smell maybe two or three guys. One needs deodorant." Ava states. Her powers are a blessing and a curse.

"Well, they know we're coming. Let's go say hello." Coulson says and they drop in one at a time and Fitz tries contacting everyone from above and the comms are all down.

Fitz moves up to the bulletproof glass and does what he can in order to break it.

"Once inside, everyone needs to find cover." Natasha tells them.

"All right, we're going in." Clint says and Fitz gets the doors to open and as soon as they get in they duck for cover as a dozen bullets come flying at them and they duck for cover.

"We've come for medical assistance. But if you continue to fire, we will defend ourselves." Coulson tries to reason with them as they keep firing at them.

"Okay, my turn." Clint says as he stands up fast and aims the one closest to him and fires a arrow into the man's shoulder, taking him down. Natasha raises and shoots the other one, taking them both down.

"I forgot how fun these assignments are." Natasha says as they all start standing back up.

"Fitz, see if you can get some light for us." Coulson asks as Garret steals the keycard off of him.

Coulson looks to see the one Natasha shot is still alive. "We're gonna help you. Where are the doctors?" He asks.

"The doctors don't stay here." The guard informs Coulson.

"We're looking for a drug, GH-325." Clint asks him.

"Do I know you?" He asks Coulson.

"I don't know, I might've spent some time here a while back." Coulson admits.

"Then you know about...the timer." He says and Coulson sees he's died.

"Guys, we have a problem." Garret says and they turn to him. "Semtex. The whole place is rigged to blow." He warns them.

"There's enough explosives to bring the whole mountain down." Natasha confirms and Fitz finds the timer and they've got less than ten minutes to leave.

"A failsafe, I guess." Ava says. "If the guards had eliminated us, they'd stop the timer."

"Since they didn't, it means we're stuck." Coulson says as the doors are also closed.

"We can deal with the doors, you guys find the drug for Peter." Clint says as he and Nat get to work on the doors.

"You're the one who taught Ward to disarm nuclear bombs." Coulson reminds Garret. "Find out a way to stop the timer. Fitz, Ava, let's go find that drug."

"If nobody's here, what do we hope to find?" Ava asks as they roam the halls.

-

On the Bus, Trip and Simmons are watching Peter to make sure he's okay whole Skye is trying to get back into contact with the team.

"So, this is Agent S. S.H.I.E.L.D.'s greatest agent. You guys go back a ways?" Trip asks Simmons.

"Several years. Got to know him when he was young, he was so young and so eager to learn more and more about science. He never wanted it to end." Simmons tells him smiling at the memories of a younger Peter.

"And now you can't imagine your life without him?" Trip asks.

"I was there for so many things for him. His first assignment, his first power test. Even when he was creating his first suit." Simmons says.

"He's lucky to have you." Trip says when May approaches them.

"Skye says the comms are still down. If I don't hear anything within the hour, I'm going to check on them." May warns them and Peter starts coding.

Simmons runs and calls them to help her.

"How can we help?" May asks.

"I need a unit of EPI." Simmons says and Trip already got it.

-

Peter feels his head and heart racing and feels something sticking into his leg and screams in pain.

"Yeah, it's worse for organ donors." Gwen says seeing him in pain. "It goes away after a while, but in the halfway point, it's the worst."

"I don't think I can handle this pain anymore." Peter warns her as he starts breaking down in fear of dying and of the pain.

"_Can you use these tears to put out the fires in my soul? 'Cause I need you here, woah. 'Cause I've been shaking. I've been bending backwards till I'm broke. Watching all these dreams go up in smoke_." Gwen starts singing to help him through the pain.

-

Back in the facility, Coulson ran into the room that he remembers from his memories where the Tahiti memories were planted but knows there's more at stake than just what he knows.

"Timer doesn't control the explosion. It's just a clock." Ward warns the Avengers.

"Detonator isn't in here, or I'd have found it." Garret states. "There's not enough time to search the whole place."

"Well, this Semtex is gonna be useful to at least burst these doors." Clint says as Natasha is placing the Semtex on the doors as they speak.

Ava, Coulson and Fitz are working their way through the facility looking for anything when Coulson comes up to a door with the words _Biohazard Containment_ and thinks it's a good place to look.

They open the door and see the canisters of drugs then start looking.

"What are we looking for exactly?" Ava asks.

"Something that says GH-325 on it." Fitz explains and they look until Coulson finds what they're looking for in a separate container.

Ward comes running in and finds them. "Time to go, we couldn't stop the timer. Four minutes and counting." He warns them as Coulson is unlocking the container and Fitz is digging until he finds GH-325 and they can leave now.

"Get that up to Simmons." Coulson tells them.

"Ava, be careful. And run with this." Fitz asks since she's the fastest amongst them.

"Got it." Ava says and runs off, ready to save Peter.

Coulson looks down and sees something. "Go, I'll be right behind you." He tells them and they run out.

Coulson walks up to a separate door labeled T.A.H.I.T.I. and opens the door.

What he finds inside, it's the source of the GH-325...and it's an alien. It has no legs and is inside of a container, but undoubtedly an alien with its blue skin, it almost looks identical to what Fury used to tell him about with that Danvers girl they met back in the '90s.

-

Clint places the Semtex on the door and has everyone dock for cover before he pulls an explosive arrow out and shoots the doors, causing them to explode.

"Ava, get going. Get that drug to them." Natasha asks as Ava races up the stairway to save him.

"Where's Coulson?" Clint asks.

"Phil!" Garret calls out for him. "Go with her, make sure that drug gets to the kid. I'll get him." He promises and they run up the stairway themselves.

Coulson is walking back in shock to what he's found out when Garret finds him.

"Phil! Phil, what the hell? Clock's not slowing down." Garret warns him. "This place is about to get seriously warm in here. You with me?" He asks seeing he's spaced out. "The guys are out already. They took the drug up to Peter."

"No, don't give it to him." Coulson tells him. "The drug, they can't give it to him!"

"All right, you can tell them yourself. Right now, we just need to get out of this mountain and off the ground." Garret says and pushing him to the doors.

-

Simmons and Trip are still working on keeping Peter down while waiting for them to return.

"Weak, erratic heart rate." Simmons says, referring to Peter's condition. "Each time we save him, I ask myself, is this what Peter would've wanted?"

"We didn't come this far to quit." May states when they start hearing something fuzzy coming from their comms and Peter starts going into another coding and flatlining.

"You want more epinephrine?" Trip asks when Ava comes rushing in with the drug.

"We found it." Ava says out of breath, never running that fast in her life.

"What is it?" Simmons asks. "And how much, injected where?" She asks.

"May, get us off the ground, before it falls out from under us." Ward warns her.

-

Inside the facility, Garret and Coulson run up the stairs and make it out as they see May is starting to take off and the entire mountain starts exploding. Garret and Coulson make it aboard as soon as the collapses and he runs to the med pod.

"No! Don't give it to him!" Coulson shouts but comes to see he was too late and sees Simmons already gave it to him.

"I was loosing him anyway, what harm can it do?" Simmons asks.

-

Peter starts feeling warmth in his body once more and realizes whatever they've done, it's bringing him back.

"Looks like our reunion is over, Spidey." Gwen tells him seeing he's getting brought back to life.

"I don't want to go back." Peter tells her, feeling like he's loosing her over again.

"You're needed there, Peter." Gwen says and stands up as he does the same. Gwen places her hand on the wall and so does Peter. "Somethings going to happen, and the world needs you. Not just our world." She says to him.

"What do you mean?" Peter asks.

"Time works differently here, remember? I saw something going to happen. You are needed to save the other people like you across the multiverse." Gwen explains.

"Multiverse? It's real?" He asks her.

"Not only is it real, but other people that are a lot like you. There's a Guardian, and a Survivor you'll be fighting alongside." Gwen informs him. "See you around, Spider-Man." She gives him a small spoiler about his future but he doesn't understand.

"Spider-Man?" Peter asks when it's almost like he's getting dragged into the water, as Gwen watches as he vanishes back to the land of the living.

"The Spectacular Spider-Man." Gwen tells him, knowing he can't hear her now.

-

The team's now watching the monitors hoping the drug is doing something when Peter takes a quick gasp of air.

"He's spiking!" May warns them seeing the monitors go crazy and everyone calls out for Peter when he starts stabilizing just as fast.

"Could someone tell me what the hell just happened?" Clint asks, being completely confused.

Natasha just smiles at Peter and holds his hand. "He's a fighter." She states.

"What was that stuff you gave him?" Trip asks and she doesn't know, but is happy to say that it worked.

"You did it." May tells Coulson who is happy that Peter will be okay, but at what cost?

-

Garret, Trip and Clint then go back to Ian Quinn who's been inside the interrogation room the whole time.

"I have good news and bad news." Garret informs Quinn. "Which would you like to hear first?" He asks but Quinn doesn't care.

"Bad news it is." Clint comments.

"Okay, but there's a fair amount of it." Garret warns Quinn. "Your Clairvoyant, the one who said he'd have your back, he's a no show. The site we were supposed to lead him to with our minds, it's destroyed. Buried under 100 feet of rock."

"Seems the only psychic power your friend has shown is the ability to predict if you tell a rich, entitled dirtbag he's gonna get away with murder, he'll believe it." Clint adds on.

"Trip, bag him." Garret tells him and Trip puts handcuffs on the man.

"The kid's gonna live. And able to testify how a billionaire shot him point blank in the stomach." Garret states and points to the security camera in the room. "Oh, we got a great little home movie admitting to that, genius." He mocks.

"This Clairvoyant played you and left you to rot." Trip adds.

"You said there was good news." Quinn asks them.

"I did?" Garret asks Clint.

"You did." Clint responds.

"Oh, that's right. You still have your tongue." Garret informs Quinn and Trip leads him out to their plane to be brought to the Fridge.

With Natasha and Clint as his export so he isn't going anywhere anytime soon.

-

But when Natasha returned to Washington, she was called onto an assignment with Steve Rodgers, Captain America.

A S.H.I.E.L.D. ship has been hijacked in the Atlantic Ocean.

—————

**_Next week;_**

**_The Winter Soldier._**


	28. SHIELDs Ghost

Peter has been stuck on bed rest ever since the incident, even though he feels perfectly fine. But he's getting seriously annoyed with being stuck on a bed 24/7 and getting his blood drawn from Simmons constantly.

This being his longest time since he's ever gone without doing anything, and they even got Ava to be his guard tiger to make sure that he doesn't leave the room.

"I was stupid to have let my guard down in there." Peter tells Ava.

"You did what you always did." Ava states to him. "Besides, thanks to you, everyone knows Mike is still alive."

"They know about his new leg?" Peter asks.

"Yeah, Agent Garret is running point on him. They say he's a part of a project they call Deathlok." Ava replies.

"They did something to him. He was like the Centipede soldiers that we've encountered. I think he's got a bomb in his head." Peter tells her.

-

In the labs, Simmons is looking over the newest sample of Peter's blood she's just drawn.

"He's starting to get suspicious of all the blood I'm taking." Simmons warns them.

"Well, this is the fifth sample you've taken in the last day." Skye tells her.

"Yeah, but it's still not enough to find anything in his blood or Coulson's." Simmons says and looks at the canister that held the drug that's now inside Peter's blood. "There isn't ample residue remaining in the vial to examine after we emptied it into his bloodstream."

"And now the last of this miracle drug is inside S.H.I.E.L.D.'s miracle Agent." Fitz tries joking. "But you can't find it anywhere?" He asks.

"No. He's healing at an even faster rate than he would have previously, like his powers have been given an upgrade. But I can't detect anything irregular on a cellular level." Simmons explains why she's so confused about what's happening with Peter.

Speaking of Coulson, he walks in with a file in hand. "Is Peter good enough to get out of bed?" He asks them.

"If he doesn't get out of that bed, he's likely to use the equipment in that room to attack us." Fitz says.

"Well, this came in from Director Fury. It is for his eyes only." Coulson explains while holding the file up.

He then goes into the med pod and drops the file on Peter's bed who opens it and sees the first words on top.

Richard Parker; laboratory location; New York, Roosevelt

"What's this?" Peter asks, confused.

"You asked Director Fury to find everything he could on your family. This is some new information about your father." Coulson tells him.

"Mind if I brought Ava for backup?" Peter asks. "I don't think she's going to be letting me out of her site."

"I never plan on letting you out of my site again." Ava states to him.

"Well be landing on a carrier in a minute, we have our own mission to handle while you're gone. They have a quinjet ready for you." Coulson tells them.

-

Once on the carrier, Coulson calls most of S.H.I.E.L.D.'s leaders, along with Trip and Grant to find out who and where the Clairvoyant is.

Peter and Ava left for their personal mission, not knowing that they have a uninvited guest with them.

Ava Starr, also known as Ghost throughout S.H.I.E.L.D. And now she's on a mission to get Peter, and send him to the others.

-

"We've narrowed the list of identities for 13." Coulson tells them as they got the Bus in the sky.

"Narrowed it down, from what?" One of the men ask.

"Agent Garret has been taking a second look at S.H.I.E.L.D.'s gifted index, specifically the rejects." Coulson explains.

"Individuals S.H.I.E.L.D. interviewed who are believed to have psychic abilities but were ultimately dismissed." Garret adds on.

"So you think we've encountered the Clairvoyant before?" Agent Sitwell asks.

"Think how many cases we've encountered across the globe. How many cases we vetted. It's more than possible, it's probable." Coulson says.

"Let's assume what you're saying is possible. What then?" Hand asks him. "If we're going up against an actual Clairvoyant, how do you suppose we combat that, especially without Agent S and Ayala?"

"By compartmentalizing the information." Garret tells them.

"A member of my team is an expert at pattern recognition and analysis, finding needles in haystacks." Coulson tells them, referring to Skye. "She'll prioritize the candidates on Garret's list, locate them, then pair us off into random teams."

"That way, only one person knows the full scope of the mission." Garret finishes.

Fitz-Simmons and Skye are still in the labs working on Peter's blood.

"Peter's recovery, it's completely unbelievable. We know Coulson had a very different recovery experience, so we understand why he's off against sharing it with others." Simmons says looking over Peter's blood she drew before he left. "This could save lives, it needs to be studied."

"You know, if Coulson says it should stay with us, why don't we listen to him on this one?" Skye wonders when Ward comes in and calls Skye back up to the meeting and Sitwell is called to the Triskelion in Washington and Hand went back to the Hub to run the operations from there.

-

In the quinjet, Peter and Ava are wandering the streets following the coordinates from the file. It lead them into the abandoned subway.

"I mean, don't you know anything about your father?" Ava asks as they make their way through the destroyed tracks.

"Only what my aunts and uncles have told me. I was five months old when they were killed." Peter tells her, when his senses go off and he turns to see nobody with them. "That's weird." He mumbles as they walk through and find a empty train station.

They see the name Roosevelt and know there in the right location. They know that, but they don't see a laboratory anywhere.

Ava sees some coins in the file and sees a coin slot on what might've once been what's now a ticket receiver and drops one in. They wait for a minute for something to happen when they see the tracks opening up and a train rises up and they see the S.H.I.E.L.D. logo on it. The doors automatically open for them, and they enter to see a bunch of vials of failed super solder serums.

"This is where it all began?" Ava asks while looking at one of the canisters of old chemicals.

"This is how I was born. How I got my powers...how I became Agent S." Peter says and turns on the computer inside the train and it shows several files on Super solder prototypes and several home videos.

Peter turns one of them on and it glitches at first before a clear image of him when he was about two months old, and his parents.

_"Say hi to the camera, Peter." Mary tells baby people who looks to the camera in his father's hands and laughs._

"Oh, you were such a cute baby." Ava comments looking at the footage as Peter chuckled at hearing his mother's voice for the first time ever.

_The camera glitches to Richard Parker sitting in what appears to be a S.H.I.E.L.D. room. "It's been two months since Peter's birth and he seems to be advancing better than other kids his age. But other than that, there's nothing strange to report. Maybe the super soldier serum didn't affect with him as we first thought." Richard says before it moves onto the next video dated a week after the last one._

_"In my last update, Peter showed no signs of powers, but recently, he's been acting strange. When a agent walked past him, he cried like no tomorrow, the same day, we learned that Agent was planning an assassination attempt on Director Fury. Looking further into it, we learned his mind has developed the ability to...sense danger. Like a sixth sense. We think this is the one of many powers that he will have."_

The videos then go on, when a familiar date stands out when Peter looks and sees that the final video is date the day they died.

"Are you sure you wanna keep going?" Ava asks him, eyeing the same date as him.

-

The S.H.I.E.L.D. team went looking for the Clairvoyant when they were attacked by Deathlok and he hurt Blake in front of May. Their Clairvoyant is Thomas Nash, who seems to have disappeared for some time.

Simmons has left for the Hub to debrief on everyone about what she can on Deathlok and she's using it as a chance to experiment more on Peter's blood to find out what GH-325 did to him and has a encrypted line getting set up from Fitz.

"You said Blake fired how many rounds?" Coulson asks May.

"I heard six, why?" May asks.

"Because there are only five missing from this magazine." Coulson says and sees ones missing from the tag trackers, and now they know they can track Deathlok.

They have a signal inside a abandoned racetrack and an entire S.H.I.E.L.D. team ready to fight Deathlok and the Clairvoyant.

-

"_What could this code mean?" Mary asks._

_"I think it's supposed to be an activation code. __Wait. I think it cracked it." Richard says to Mary._

_"It's just...what if they know?" Mary asks._

_"Who know what?" Richard asks._

_"What if these people know about his powers?" Mary asks. "He's the first enhanced human since Captain America." She keeps saying._

_"Coulson will protect him." Richard tells her. "He'll always be protected."_

_"I'll be back." Mary says as she goes to the bathroom as Richard keeps trying to crack it and the pilot doors open and he steps out._

_"Mr. Parker." He says and starts washing his hands over the sink. "No rest for the future, huh?" A voice asks. _

_"No, it would seem not, Rumlow." Richard says._

Peter and Ava look shocked to hear that Brock Rumlow was on that plane, but how did he survive?

_"I don't really see why Fury assigned you to this." Richard says. _

_"Well, he didn't. Ga—— did." Ward explains and the camera seems to have glitched for a second so they didn't hear the name. "So, what is it you're working on that's so secret?" He asks._

_Richard looks back at the computer to whatever's on the screen. "I'm just...planning ahead." He explains, disturbed. "You don't know what's gonna happen." He explains. "So, you think I can radio the Hub and make sure they're prepared for our arrival?" He asks, getting up._

_"Step ahead of you. Already done." Rumlow says._

_"I think I'd like to make sure for myself." Richard says as they hear Rumlow pull out a gun._

_"I think we both know that's not an option, Doctor." Rumlow says._

_Richard looks back at the computer as the message comes clear. He looks back to Rumlow in shock. "You're HYDRA?" Richard asks._

Those words, they froze the two agents hearing the Nazi science division that Steve Rodgers fought in WWll is still around, and a member of S.H.I.E.L.D. is part of it.

_"HYDRA is still around?" Richard asks, trying to see how he missed it._

_"Oh, don't worry, even the Director is clueless. We've been here since Rodgers tried beating us." Rumlow explains._

_"Cut off one head, two more grow back." Richard says._

_"You know, they told me to kill you." Rumlow explains. "Then take whatever you have on us. But I can offer you a chance to see your son again." Rumlow says. "Garret wants to offer you a choice." Rumlow explains._

_"A place in HYDRA?" Richard asks. _

_"All we want to know is what your son can do. And where we can find him." He says._

_"I'd die before I let you turn him into a weapon for HYDRA." Richard states to him and Rumlow looks sad._

_"Come on, Richard, think of your son." Rumlow says._

_"I am. That's why I'm not joining." Richard tells him._

_"I'm sorry to hear that." He says and walks towards the bathroom door and makes sure it's locked._

_Richard takes this time to send a message to Fury. "S.H.I.E.L.D. is compromised." It says and sends it as Rumlow turns back around._

_They hear some form of fighting happening but the camera isn't with them, so they don't know what's happening_

_"They say you're a genius. S.H.I.E.L.D.'s best to offer." Rumlow says as he takes his laptop. "Sadly, it's a wast. Don't worry, we have plenty of people looking for your son. We already checked with your wife's sister. May, is it?" He asks._

_"What?" Richard asks._

_"Yeah, she was a nice girl. Sorry to see her go on a robbery gone wrong." Rumlow says, faking empathy._

_Mary breaks the door open and he gets distracted and turns to her. Richard takes the opportunity to punch him and he stumbles and kicks Richard off of him and aims the gun at him. Mary takes a wine bottle and hits him in the head._

_They then hear a gunshot go off._

_"Mary!" Richard shouts as he gets back up and kicks Rumlow unconscious. He grabs the gun and goes to Mary._

_"Hey, you're okay." He says as he moves her to a seat._

_"Richard...Peter." Mary gasps._

_"He's with Coulson. They don't know where he is. He'll protect him." Richard says._

_"The laptop." Mary says and Richard sees it on the ground and now the agents see Mary has been shot and is bleeding out._

_"I gotta let him know...we might not make it back." He explains as Rumlow gets back up and punches him and he falls. Rumlow takes his gun and shoots at the front of the plane and the dead pilot falls forward on the wheel and they start falling in the air as Rumlow takes a parachute and heads for the exit._

_"Sorry it had to end this way, Richard." Rumlow says. Richard looks over to Mary as she has the laptop and already sent another message to Fury. "It's been an honor to meet you, mrs. Parker. I'm Rumlow, by the way." He says as he leaps out of the jet. They can't do anything as the plane starts to go down and crash into the ocean._

The video then finishes and Peter is now so confused.

"I'd ask if you're okay, but I know you better than that." Ava says and takes his hand.

Peter's senses go off, and this time, he knows what's wrong. "Someone's here." Peter says and they look out the window to see Ghost.

"Starr?" Peter questions, confused to what's she's doing here.

"What's that?" Ava asks Peter, seeing that the figure is glitching in front of them.

"S.H.I.E.L.D.'s Ghost." Peter informs her, knowing they're in trouble.

-

The team, being Garret and Coulson follow the signal Deathlok left them into the basement. Coulson holds out the gun ready to fight with Garret on his back as they make their way through the basement looking for Thomas when one of Fitz drones go off course meaning it's found something new and the two folloe it to a room filled with monitors and computers with Thomas in the center of it.

"What the hell?" Garret asks, seeing Thomas is paralyzed and can't even talk.

"Agent Coulson, Agent Garret. I surrender." Thomas tells them as the rest of SHIELD's team finds them. "Forgive me if we don't shake hands. I don't like to be touched."

"Sir, we've got a lot of wires back here." Ward says seeing every wire connected to the screens and Thomas himself.

"Don't touch anything. We need this room swept for explosives." Coulson states.

"There are no traps here, Agent Coulson. You're here because we are destined to meet." Thomas tells Coulson.

"You're the Clairvoyant?" Garret questions, confused.

"I'm Thomas Nash. Mr. Po gave me that other name. A bit dramatic for my taste."

"Eyes open, everybody. Deathlok could be down here anywhere, and who knows what else." Coulson warns them.

"Mr. Peterson is gone. I cut his feed, so you won't find him."

"But you had him lead us here, why?" Coulson asks.

"So I could see you with my own eyes instead of his. Now I understand why I couldn't see you after you died. Because you, yourself, could not see. You were simply a broken man who didn't know he was broken."

"You're one to talk."

"Let's pack this freak off to the Fridge where he belongs." Garret interjects their argument.

"Agent Garret, look at me. Do you believe you can confine me any more than this chair?"

"Can somebody tell me how we turn that stupid voice thing off?" Garret asks everyone.

"I will join Raina in your prison, Agent Coulson, But I will see you wherever you go, just as I saw you holding Peter Parker in your arms, bleeding... dying. Here you've been searching for years for who killed the Parker's. You're looking at the man who ordered their deaths. They were getting too close to finding out the truth, so I made sure their plane didn't make it."

Coulson looks shocked that this is the man who killed Peter's parents, ordered the hunt on Peter, who ordered him shot. He moves closer towards Thomas.

"You're going away. We're gonna stick you in a little box where no one will ever hear you again." Coulson informs him, ready to get justice for the Parker's.

"I see you're angry. Head clouded with lies. You've been betrayed, and now you don't know what you sent Peter into."

Coulson is starting to get worried now. "What do you mean by that?"

"You think I wouldn't know about how he wouldn't be here? No, it is inevitable. You raised a force beyond your comprehension what is now going to be taken from you, you and Peter will loose what you love. He has what we want and he will die giving it to us. I have seen it."

"You won't touch my kid. And you can go to hell." Coulson tells him.

"No matter where I go or wha you to to me, it won't save Peter now. He is no longer your Agent S, he is now Agent-"

He gets cut off by a gunshot going off and they see it came from Ward.

"What did you do?" Coulson asks, now not knowing what's going to happen to Peter.

"He's dead." Garret tells him. "It's over."

-

Ava got thrown through the train by Ghost who's hell bent on getting to Peter.

"Ava, whatever's happening, you don't have to do this." Peter tells her.

"I'm sorry, but it does have to happen." Ghost tells him. "Тоска." She tells Peter who runs in to punch her when his hand suddenly freezes mid punch.

"What's happening?" Peter asks.

"ненависть, смерть, рассвет, семнадцать, разрушение, девять, возвращение домой, один, грузовик, разрушение." Ghost continues as Peter is trying to stop himself when he suddenly freezes and stands up. "Agent H?"

"Ready to comply." Peter tells her, completely lifeless.

"Peter?" Ava asks, confused to what's happening.

"End her, then report to base." Ava says and vanishes.

Peter races at Ava, Ava dodges his attacks and is trying to get through to him.

"Peter, what's gotten into you?" Ava asks as trying to get away from him. Peter isn't making it easy for her as he shoots a web at her and pulls Ava towards him and punches her into the ground.

"I'm sorry about this." Ava says before she pulls out a light flash and it blinds Peter for a minute.

Peter looks to try to see where she went, but his vision has been limited and his ears are ringing so he can't hear her retreating.

Ava has made it out as fast as she could and got into the quinjet where she contacts the Hub and quickly took off before Peter could reach her...hopefully.

"This is Agent Ava Ayala reporting, Agent S has gone AWOL. I repeat, Agent S has gone AWOL." Ava tells them through the microphone as she breaks down trying to figure out what's happening. She doesn't understand...

What's going on?

What's changed?

What happened to Peter?

-

Back on the Bus, Skye goes into Coulson's office and sees he's in deep thought.

"Are you busy?" Skye asks.

"I'm worried." Coulson tells her.

"About Ward?"

"About Peter. I can't get into contact with him or Ava. Whatever the Thomas was gonna say is left in the dark. He said we raised a force beyond comprehension. And that he wasn't going to be Agent S, but another Agent."

"And now he's dead."

"After the attacks lead us right to him. Investigation all wrapped up in a neat little bow. I feel like he has something planned, and that it's already in motion. He's in our heads."

"Or on our files." Skye interrupts. "When you told me to check into the psych evals, you said something. You said, read his mind. And it got me thinking, the Clairvoyant knew so many things. Gwen's death, how it affected him. Did Raina mention how Peter never truly got over Gwen's death? His psyche evaluation called it a definite moment for him." She says and Coulson looks at the information. "These aren't just personality tests. They're surveillance on every Agent. Pictures, stats, where you've been stationed, who you'd visit, where you'd like to eat."

"Dinners at the Richmond." Coulson now realizes which could be worse. Peter grew up within S.H.I.E.L.D., if anyone wanted him, that could make it easier for them. "The Clairvoyant only knew you guys would be at Quinn's Villa..."

"After we put on the tracker." Skye interrupted him. "And the only think he's has trouble seeing is the day after you died."

"Because Director Fury wouldn't release that information to anyone. The Clairvoyant doesn't have abilities, he has security clearance. He's an Agent in S.H.I.E.L.D." Coulson says before racing out of his office to talk to Ward.

Fitz is working on the signal to talk to Simmons when he finds that May has a secret phone built in with a thumbprint scanner so only she can access it. He walks out to run into Skye.

"Fitz." Skye call's out. "I was looking for you."

"Me? Why? I didn't do anything." Fitz tells her, nervous.

"What I didn't say you did." Skye states but knows he did something. "What did you do?"

"I'm...not quite sure. I was doing maintenance in the avionics bay before. Okay, why would May have an unauthorized encrypted hard line in the cockpit, complete with a thumb scanner that isn't in any of the planes specs?" Fitz asks her.

"Wait, an encrypted hard line?"

"Dedicated to one receiver." Fitz informs her. "She's not suppose to have that. Who's she talking to?"

Skye then comes to a bad conclusion. "Cut the tile. I need you to cut the line right now, Fitz. Do not let her call out." She tells him and he runs off and Skye runs to find Coulson.

"We have a problem." Skye tells Coulson.

May is trying to contact Director Fury with the line when it goes dead and she grabs her gun and heads out.

Fitz makes it to the labs and activates the bulletproof glass as May makes it down and accidentally shoots a few icer's at him.

"Put it down!" Coulson says from above her. "Put It down, May!"

"It's not what you think, Coulson. It's just an Icer." May says aiming at him.

"This one isn't. It's real with actual bullets. So you better put yours down and tell me what the hell's going on right now."

"I can't." May tells him when Slye comes out and aims another gun at her.

"You better listen to the man, Agent May." Skye tells him.

"You have no idea what you're doing." May tells them both.

"Maybe not. But I know you're not fast enough to take us both." Skye replies.

May sees she's right and starts lowering her gun. "Look...I can explain everything. But not here."

"Why not here?" Coulson asks her keeping his gun aimed at her. "You have to check with someone first, using that encrypted phone in the cockpit? Who's on the other end of that line, May?"

"I can't say."

"That's okay. I think I know. It makes sense now why Deathlok put blake in critical condition, but left you alive and well. Why he led us to the track only to disappear instead of defending his boss." Coulson states. "Why would he do that? Because that wasn't his boss, was it? Was it?!"

"What are you talking about?" May asks, now getting confused.

"Stop lying to us! Who do you answer to?! Who's the real Clairvoyant?!" Coulson asks when suddenly their plane starts turning around and they all tumble over. "What's happening? What did you do? Where are we going?!"

"I don't know! I didn't do it, Phil I swear!" May tells him.

"If you're not doing it, who is?" Coulson asks.

-

At the Hub, Hand has taken control over the Bus and has put it on a direct course to the Hub.

-

Back on the quinjet, Ava is alone and opens Richards computer she snagged and sees they were trying to decipher a message and it finally went through. She asked what's changed...Everything has changed now. The organization is stepping...

out of the darkness, and into the light 

Hail HYDRA

HYDRA has been hunting Peter all these years, and now he's theirs.

———————————

**Peter's trigger words...**

**  
Longing, hatred, death, dawn, seventeen, destruction, nine, homecoming, alone, truck, destruction**

**So, Peter is now Agent H=HYDRA. **

**...Surprise!**


	29. Cut off the head

Ava has began bandaging herself up after her encounter with Peter and now knows there's nothing else she can do, but wait for someone to contact her as she's already set the coordinates to get back to the Bus into the computer when she thinks how she got these wounds.

Peter wasn't acting like himself. He was acting...focused. It was like he had only one thing in mind, and that was ending her at all cost.

Someone must've done something to him, then she remembers how Rumlow was the one who killed his parents and how he would always call Peter away when they were training back when she first joined S.H.I.E.L.D.

What if he was doing something to Peter over those months?

He always had some strange memory gaps he couldn't explain since he didn't know what they were talking about.

There has to be one reason for it, he's been brainwashed into their perfect weapon.

Whatever Ghost said to him, it awoken the Agent H inside of him.

-

Back on the Bus, they're still fighting over what's happening.

"Tell us where you rerouted the plane." Coulson commands May.

"I didn't set this new course. I swear!" May replies.

"Don't lie to me!" Coulson tells her.

"The plane turned around for gods sake!" Fitz tells her from within the labs.

"H.Q. can override automated control of the avionics, take us anywhere they want." May tells them. "Let me check the instruments-"

"No way!" Fitz says.

"You're not anywhere till you explain what-" Coulson was saying when May stops him.

"It's not me!" May interrupts him, getting annoyed by answering the same questions.

"Why did you have an encrypted hard line?" Coulson asks.

"And try to shoot me when we found it?" Fitz questions.

"Let's take a breath." May tells them.

"Let's not!" Coulson states, loosing his patience.

"It was a dedicated channel...to Director Fury. That's the truth." May finally tells them.

"Director Fury?" Coulson questions, not understanding. "I haven't been able to get him on the line for weeks. Only that file for Peter's mission that you gave me then he suddenly lost all contact with us."

"You were reporting to him?" Skye asks.

"That's all I can tell you." May tells them.

"Oh, just come out with it!" Fitz says, getting annoyed by the vague answers.

"That's all you can tell us?!" Coulson questions.

"I'm under orders. Fury will tell you." May promises.

"What, was this an order?" Fitz asks looking at the icers she shot at him.

"Wait. We're not heading to Fury anymore." Coulson tells them since the plane changed course from the Triskelion.

"I don't know where we're headed. And I can't get fury on the line because Fitz cut the line!" May tells him.

"Skye told me to." Fitz defends his actions.

"Someone was talking to the Clairvoyant, the real Clairvoyant." Skye explains.

"You were in the walls, Fitz. You want to explain why you were tampering with the plane's sat cable?" May asks.

"Sure, because that's relevant! Don't try to turn this on me!" Fitz states when Coulson looks to him.

"Fitz?" Coulson asks him to explain.

"I was trying to speak to Simmons at the Hub." He explains.

"What's so secret you needed an encrypted line?" Coulson asks.

"You tell me!" Fitz says. "Simmons and I know you and Peter must be keeping something about that drug that saved your life. Simmons is just trying to figure out how the bloody thing works!" He explains.

"Fitz. Who is she talking to?" May asks.

"Fitz, open the door." Coulson asks him.

"Not until we sort this out." Fitz tells him.

"We can't get anything sorted until you open the door." Coulson tells him. "Skye, get your laptop hooked up to our systems. See if you can pull up any S.H.I.E.L..Dis communications. I want to know where this plane is headed and what happened to Peter's quinjet, now." He says and Fitz opens the doors for Skye to get in.

"Now tell me who Simmons is talking to. Because if it isn't someone we trust, she's in serious danger." Coulson tells Fitz.

-

At the Hub, Simmons is with Trip who has offered to get her a secure line to the Acadamy to talk to Agent Weaver to help.

-

Skye has found some noise on the communications of S.H.I.E.L.D. when a quinjet lands on the roof.

"Now who's this?" Coulson asks and Fitz goes up to see Ava stumbling out of the quinjet.

"Ava?" Fitz asks shocked to see her, but no Peter.

"I...I couldn't...I-I'm sorry." Ava apologizes while she cries as Fitz helps her down into the labs to be checked on.

"Ava, what happened to you?" Coulson asks seeing she's injured.

"We were...we were ambushed." Ava says while she starts breaking down to the events. "Some woman who can turn herself invisible and couldn't be touched. She did something to Peter."

"What did she do to him?" May asks, getting just as worried as Coulson.

"She turned him into...Agent H." Ava says and the others now know what Thomas was going to say before Ward shot him.

"_He's__ no longer Agent S."_ Fitz quotes what the clairvoyant said when they get word from Garret that he's under attack.

Coulson shoots May with an icer and decides he needs to focus on what's happening and moves her into the room.

"Ava, what's that?" Skye asks seeing the computer.

"Answers." Ava says and hands it to her.

-

Later Garret joins them in the control room as Skye gets the message from Richards computer.

"This is what got the Parker's killed. It's a simple message finally being repeated."

Out of the shadows, into the light

The message reads and they're seriously confused.

"Can I ask the obvious question? What the hell?!" Garret asks.

"We don't know. We don't even know where our plane is headed." Coulson states.

"I saw your trajectory. You're headed starting to the Hub." Garret informs them and they all know who's in control down there and they put the pieces together.

"Victoria Hand." Coulson mumbles. "She's the Clairvoyant." He realizes.

"Where's Peter?" Garret asks seeing Ava all bruised up.

"Apparently, whoever sent out this message, had Peter turned into a sleeper agent over the years. Now he's Agent H." Coulson tells him.

"And you think that was Hand?" Garret asks.

"She was the only one who knew that the Parker's plane was heading to the Hub." Coulson states.

"You really think she's capable of blowing a plane of innocent agents out of the sky?" Garret asks.

"Didn't she just try to blow you out of the sky?" Coulson asks.

"Trust me, she's definitely gone nuts. But if they're coming into the light, who's they?" Garret asks.

"That's who." Ava interrupts and they turn to the screen to see the message.

Hail HYDRA 

"HYDRA?" They all ask, completely in shock that's who was after Peter, but now it makes sense.

They've been trying to get super soldiers for years. And Peter would be their biggest leap forward to that goal.

"I thought HYDRA was defeated after World War Two." Fitz says.

"It was. S.H.I.E.L.D. was found in the wake of that victory." Coulson tells him.

"Ad they've been after Peter all this time. Waiting for S.H.I.E.L.D. to raise their perfect weapon." Ava states.

"Guess they wanted to skip his diaper changing." Fitz replies.

"Cut off a head, two more will take its place." Coulson says, agreeing with Ava.

"Is that how it went? I thought it was a limb." Garret states.

"No, it's a head." Fitz, Coulson and Ava tell him.

"But it was sent in a S.H.I.E.L.D. source. It has to be a signal to all HYDRA agents inside S.H.I.E.L.D." Skye tells them.

"And they took away our biggest asset and turned him against us." Ava states, hoping there's a way to save Peter.

"Well, if they have Agent S, there's no hope." Garret replies, knowing they're dead if they have Peter, S.H.I.E.L.D.'s greatest and deadliest Agent.

"What does this mean, though?" Fitz asks them. "In S.H.I.E.L.D.?"

"Targeting Level 8 agents, seizing power." Garret tells him. "Wonder how deep it goes."

"This signal is everywhere. It's deep." Skye tells them.

"Do you know what this means?" Coulson asks them.

"We're screwed with a side of death?" Ava tells him.

"We can't change course, and we have no idea what's waiting for us at the Hub." Coulson says and Fitz remembers Simmons is there.

"I saw we blow a hole in the side of this puppy and parachute out, live to fight another day." Garret tells them.

"We can't." Coulson tells him.

"It's a cherry ride, I'll give you that, but let's not just hand over the keys." Garret replies.

"Simmons' at the hub. We have to save her." Fitz tells him.

"Oh, yeah. Tripp's there, too." Garret realizes. "I don't mind saying I don't like the odds on this one."

"And if Hand is a...hand of HYDRA, she might be the one controlling Peter." Ava states. "I'm gonna do whatever it takes if it saves him."

"I'm all with you, kid. But we're gonna need the specialists we have locked up." Garret agrees with her. "We need every weapon we can get."

"We gotta saves them." Skye says, on board.

"So we'll fly in there, face the music...even if it is the HYDRA theme song." Coulson says, agreeing with them. "I'm not giving up on Peter either. If they want him as a weapon, we gonna remind him he's a person. Not a personal attack dog."

-

At the Hub, Simmons and Trip were able to get into contact with Weaver and she warned them that HYDRA is everywhere.

Then after she hangs up, they start trying to get word out to their friends to find out what's going on.

-

Fitz repaired the line and Coulson is willing to see if May is telling the truth about her line to Fury because there's no way things can get any worse and they let Ward go so he can help.

May calls on the line to get some stranger on the other line and gets told that Director Fury is dead.

That's when S.H.I.E.L.D. starts firing into the plane and everyone ducks for cover, and they need to leave.

"Can Fury seriously be dead?" Ava asks them.

"Fury trained Peter how to play dead. Gave me a few close heartattacks when he was younger." Coulson tells her. "He even taught Peter how to avoid death from everything. Even a nuclear bomb."

"Is there anything on this plane they shouldn't get their hands on?" Garret asks them.

"Everything downstairs." Ava admits since of HYDRA got everything they've been doing, they can do some real damage to the outside world.

"Come out with it now, May." Coulson tells her. "Were being shot at by our own people. Fury's gone. Time for some answers."

"Fury knew you'd want me to join up, asked me to keep an eye on you." May finally admits to him.

"Looking for what?" Coulson asks her.

"Signs of physical or mental deterioration, to keep him updated. It's that simple." May tells him.

And now it's time for the million dollar question. "Did you know about Tahiti?" Coulson asks her and her silence answers everything. "How could you do that to me? After all we've been through, the years we spent together in Ops, helping raise Peter?"

"He said it was essential you couldn't know." May tells him.

"The time I spent sitting through the ashes with you in Bahrain?" Coulson asks her, keep listing everything they've been through. "I gave you a second chance when I assembled-"

"**I** assembled this team." May states to him. "I evaluated what was needed, and I gave the assessment to Fury, and he gave you the parameters for your unit."

"What was needed, May?" Coulson asks her.

"Someone who could repair your body, a technician who could reprogram your brain, and a specialist to help me put you down if it had to be done. But I didn't do it for Fury. I did it for you and Peter, to protect both of you! You mean a lot to me." May informs him. "When I heard you were dead, it pained me to see how Peter was dealing with it. You may not believe me, but that's the truth. And I have nothing to do with the Clairvoyant or this HYDRA threat, or Peter's brainwashing." She promises.

"I want to believe you...but you've used that against me this whole time." Coulson tells her. "Look, we need a plan to get out of here with whatever we can take with us."

"About that..." Skye interrupts.

They show Coulson everything they have kept onto the computers from their past missions and know they can't get their hands on any of this.

"If they get tee hands on all of this, and the Gravitonium in the Fridge..." Ward was telling him.

"It's below the Fridge. No records." Coulson tells him.

"But on the off chance they get the designs to weapon it. Even everything on Peter is here, including the drug from Tahiti." Ward warns him. "If HYDRA is really about to seize this plane..."

"Wipe the systems." Ava interrupts him.

"I'm backing it all up on this hard drive to keep our edge." Skye tells them.

"Do that, then scrub the plane clean." Coulson tells them and they need to move fast to avoid the rest of HYDRA.

-

For Simmons and Trip, they finally get discovered and Hand enters the room with more agents with guns.

"The rest of your possibly very short lives hinges on this moment." Hand tells them. "HYDRA has successfully infiltrated S.H.I.E.L.D. at the highest level. It only took seven decades, and today is our coming out party. We have support of the Level 9 and Level 10 Agents. And those who have resisted HYDRA have been crossed off...Director Fury included."

That news shocks the two as this is the first they've heard of it.

"I'm here to offer you a choice, and a simple one at that. Either swear unwavering loyalty to HYDRA right now for all time...or share Fury's fate." Hand says and all the An gents raise their weapons.

Trip attacks the closest agent and takes their gun and raises it to his head.

"Cross is off...and one of you goes, too." Trip warns them.

"Right answer." Hand says and they all lower their weapons. "The number of people I trust is now seven." She tells them. "Where are we on the roundup?"

"Were moving all agents below Level 5 to east holding. I have men monitoring microphones in most of the rooms." One of the agents say.

"And our strike team?" Hand asks him.

"They've stormed the plane, Yes." He confirms.

"That was a test?" Simmons asks.

"That very few have passed." Hand tells her.

"You're not HYDRA. Thank god." Simmons states.

"Don't celebrate just yet. We may not be HYDRA, boy Coulson and Agent S, they are." Hand says and that statement shocks Simmons.

-

Coulson and most of the team go to take back the surveillance room and pretend May and Coulson are their prisoners.

"We caught 'me. The slippery bastards." Garret tells them and they all take out their Icers and shoot them down.

Fitz gets to the surveillance cameras and starts looking for Simmons.

-

Hand brings simons and Trip to the Ops room to find where Coulson and the rest of the team are and they didn't find him on the plane.

There, Hand warns them to use lethal force to stop the team.

"Are you mad?" Simmons finally asks. "How could you be doing this?"

"HYDRA wont show mercy. Neither can we." Hand tells her.

"There is no way Coulson and S are HYDRA!" Simmons states to her. "They are good agents, who have given everything to S.H.I.E.L.D."

"He's a liar." Hand states to her, "Agent Blake came to me with his suspicions that Coulson and the other Level 8 agents were involved in some sort of conspiracy. Then Coulson sent him in an op that put him in the I.C.U. and then we received this message from Agent Ayala regarding the mission she and S were sent on." She informs her and plays the message.

_"This is Agent Ava Ayala reporting, Agent S has gone AWOL. I repeat, Agent S has gone AWOL."_ The message says and Simmons is shocked to hear this.

"You believe me now?" Hand asks her. "The lies add up. He was put in charge of caring for Peter to make sure he was never turned into a weapon. But all we did was hand that child to the people he was supposed to be protected from and was raised by them. They earn our trust, our sympathy. They make us like them. And when you hesitate, they strike. We have to strike first." She tells Simmons.

-

Back in the surveillance room, they're trying to learn their next move and where Hand is.

"Here's Hand, we found her." Ava tells Coulson.

"She's outside the east wing situation room." May says.

"And this is definitely a situation." Garret jokes.

"Is Simmons there? We don't move until we find Simmons." Fitz states.

"I'll say it again. Best bet to save her, use the ventilation system to get above the sit room." Garret tells them. "Drop down using Fitz's mouse hole, and put two bullets through Victoria Hand's heart."

"Without questioning?" Coulson asks him.

"Question what?" Garret asks him back. "Whether she wants to kill us fast or slow?"

"Last time we did that, we shot the wrong man." Coulson reminds him.

"He's right." Ava agrees, even though she wasn't there. "If she is the person who brainwashed Peter, she will have to know how to snap him out of it."

"This is the battle for S.H.I.E.L.D.'s soul right now, we can't worry for one Agent when we're on the front lines." Garret states to them all. "History will remember us this day."

"That's right. It's for S.H.I.E.L.D.'s soul. And murder without consideration isn't S.H.I.E.L.D." Coulson informs him.

"Consideration? Consider this. She had one of my men killed with a bomb rigged to his gas pedal. The other two were floating in the hotel pool, and they weren't doing the backstroke." Garret tells him.

"We can easily ice her." May replies to that.

"You don't put someone like her in ice." Garret informs her. "She had the Parker plane shot out of the sky, had Peter shot in the stomach, because she was curious on what they were hiding and what they learned with the super soldier serum. Had Mike Peterson, burned alive and turned into a _Terminator_ as your kid would put it. Had that said kid that was shot turned into, according to Ayala here, a mindless killing machine. Hired Osborn himself to hunt down Peter, turning him into...what do we call him? Green Goblin? She tortured you, using the same machine she used to brainwash that bitch in the flower dress. And right now, she's probably doing the same to Simmons and Trip." He says and Coulson is confused how he could know that.

"I never mentioned that." Coulson tells Garret. "I never said anything about Osborn or Raina." He explains since only Peter and Coulson learned that.

"I must've read it in a report then." Garret says.

"You weren't with us." Coulson reminds him.

"The point is, how many more have to suffer before Hand gets hers?" Garret asks him.

"You showed up right after Raina happened." Coulson says.

"What are you getting at?" Garret asks.

"After Peter was shot, Quinn said it would lead the Clairvoyant to the cure. That's exactly what I did. I walked you right in there with me." Coulson finally puts together.

"Look, Phil, it's been a rough day. Especially for you with S being on the run somewhere, I get it. But you need to take a second and..." Garret tries lying but sees it's finally out.

That's when the doors break open and a dozen agents surround them.

"Take Agent Garret into custody. He's the murderer they call the Clairvoyant. He's a traitor." Coulson tells them.

"Gentlemen. I know anger Sitwell was in charge if filling your ranks, so at least a few of you know what to do in this situation." Garret says and half of the agents turn and kill of the real agents.

"Hail HYDRA!" They all say and they know they're back to being screwed.

"Those three men in your unit...guess they asked the wrong questions." Ava guesses.

"Until today, it was all about keeping the secret." Garret tells her.

"So that mean you're gonna kill us?" Fitz asks him.

"That wasn't my plan, really. If it was, I could've done it anytime I wanted. No, Coulson and I go way back, back to the days when Fury was teaching us tactics. Clearing corners, slicing the pie. Then we started teaching those same tactics to Peter." Garret tells them and looks to Coulson.

"Fury would bury you for this." Coulson states, anger dripping on every word.

"Probably." Garret admits. "Instead, he'll have to roll over in his grave. He must've uncovered our secret. Otherwise he wouldn't have sent Peter to his dad'a laboratory. Top brass did what they had to do. Explains why we've suddenly come out of the shadows. Not a minor inconvenience I might add. Waving the S.H.I.E.L.D. flag as hard as we could. I guess we'll be changing colors now."

"For HYDRA?" Coulson asks him. "You really believe all that crap? Spreading death and destruction?"

"I wouldn't say I'm a true believer. Let's just say I felt the wind changing direction and swung my sail. You really should, too." Garret tells Coulson.

"I would die before serving HYDRA, you sick son of a bitch." Coulson replies. "And I'll make you pay for what you did to the Parker's. All of them."

"I hate to tell you, but...you and the kid have been serving HYDRA all along." Garret tells him. "I guess death is the only alternative. It's a sad thing. I consider you a friend. I was happy when I head you'd made it through."

"So happy you had me tortured for three days to find out how they did it and then shooting my kid." Coulson reminds him.

"I didn't enjoy that." Garret admits to him. "Phil, this is me being honest."

"No, John. This is you being a psychopath." Coulson informs him as he looks to May.

"I know you'd follow him to the grave, so..." Garret says and looks to the others. "As to you, Agent Fitz, you'll hold a very high rank, on our tech division of you volunteer. If not, you'll have no rank and a lot of pain."

Fitz knows his decision, but doesn't want to die all the same. "You're gonna suffer for what you've done." He tells Garret. "And I...I plan on being a big part of that. Peter was like a brother to me and Simmons."

"I like you, kid." Garret says to him and then looks to Ava. "What do you say, Ayala? You wanna see Peter again? You have that chance now. You two would be the greatest agents for the cause." He informs her.

Ava looks to him with a look that could kill an army. "I will claw your eyes out, and make it so nobody will recognize your corps for turning Peter into the thing he most feared he would become." She states to him.

"Man, you all got some emotional connection to that kid." Garret says and turns to his men. "All right. Let them have it. But shoot those two in the kneecaps." He says looking to Fitz and Ava when a explosion goes off in the distance and that was Ward and Skye's part of the plan. Blowing the servers.

As the lights started flickering, everyone took this as their opportunity to fight back and Ava quickly clawed at Garret sending him flying.

May and Coulson start taking care of the agents and Ava helps finish them off.

The lights flicker back on and Hand with her men come in with Simmons.

"We're not HYDRA." Coulson tells them.

"We heard...everything." Hand says and they see they had cameras hidden in the room.

"Who is?" Coulson asks. "How deep does it go?" He asks.

-

The infiltration went deep.

Hundreds of their friends, coworkers, they were all hiding within S.H.I.E.L.D. as HYDRA.

They got the Hub secure, but they know there is still more HYDRA out there.

They also learned that Captain America, Steve Rogers was at the Triskelion and took down Project Insight, and saved thousands.

"Captain America has defeated the Helicarriers at the Triskelion. But his status is unknown." Hand tells Coulson.

"And S.H.I.E.L.D. has fallen." Coulson tells her.

"HYDRA factions have taken control of our East African headquarters and the Treehouse. And those are just the ones we know of."

"Anything on Agent S?" Coulson asks her.

"S is our greatest Agent. If he wants to be found, he will show himself. But if he doesn't want to be found, we won't ever see him." Hand reminds him.

"It's gonna be a scramble, a power grab." Coulson states.

"I'll head to the Fridge. At least that facility is secure." Hand offers.

"Don't need to remind you how imperative it is that it stays that way." Coulson says, thinking of all of Peter's enemies that are locked up in there and now dangerous it would be if they got out.

"And I'll find Agent Garret the smallest, darkest cell in the Icebox for what he did to S." Hand promises.

"I'd like to turn the key on that safe." Ward says as he walks in. "If you don't mind, sir."

"Don't mind the company, and I can always use a man if your skills." Hand says and looks back to Coulson.

"Pick you the pieces here at the Hub If you can, and only communicate on the radios. You and I might be the highest ranking S.H.I.E.L.D. agents that aren't HYDRA or dead. All we have is each other. So stay in touch, Agent Coulson. And I promise you, we will find a way to save Peter." She promises him.

"Then I guess you can call me Phil." Coulson tells her.

Hand then leaves with Ward to bring Garret to the Fridge in one of the quinjets as the others need to learn what to do.

They all board back on the Bus, not knowing what else to do.

"Skye, try to restore some of the firmware in the plane's systems. Fitz-Simmons , get a crew together. Help May patch the holes." Coulson tells them.

"Still want me on board?" May asks him.

"You're not a friend, but you're an ally. And we need all we can get." Coulson says.

"What's our plan now?" Ava asks him.

"We survive. And find Peter, then bring him home." Coulson tells her and she likes that plan.

-

On the plane bringing Garret to the Fridge, Hand and Ward are watching over him.

"He's not telling stories now, is he?" Hand asks Ward.

"You know what I'm thinking, Agent Garret? I'm thinking the icebox in the Fridge is too comfortable for you. Maybe we should put you a little deeper underground." She states but before she could speak any further, a blade comes from behind her and slits her throat.

Garret chuckles as Ward shoots the two guards and they see Hand drop to reveal Agent H has snuck onboard the plane and has already taken it over.

"Agent H, nice to see you again." Garret tells H but he says nothing, and stands there awaiting further orders.


	30. Ava Ayala, Agent T of SHIELD

Garret took Ward and was able to break Raina out of prison and brought her to meet the Clairvoyant, Garret finally at a barber shop.

"This is where we're meeting the Clairvoyant?" Raina asks Ward.

"There's no need to call me that anymore." Garret tells her as they finally meet. "Names John Garret. Guess you were expecting more the fortune teller type."

"It's an honor to finally meet you," Raina says.

"Please, the pleasures all mine." Garret tells her. "You've down great work for us in the Centipede project."

"It was your gift that shows me the way." Raina says and now they have to break the news.

"Sorry, flowers, I hate to disappoint you. I never had any gifts, at least not the kind you believe in." Garret infirms her. "Just a very high level S.H.I.E.L.D. security clearance and persuasive personality."

"You're not clairvoyant?"

"Hardly. But if is any consolation, you weren't alone in believing, not by a long shot."

"So you're a fraud."

"A con artist. Had to pull the wool over S.H.I.E.L.D.'s eyes somehow to do what we set out to do. Remember what that was?"

"To change the world." She says and Garret shows her their entire underground lair that's underneath the shop.

-

At the Hub, Coulson and the team are still at the Hub while Coulson is assisting them to find who's secure in S.H.I.E..L.D. and there isn't much of them around anymore.

Ava has taken a stroll down memory lane through Peter's personal training room and finds some leftover gear and parts of his suit and that gives her an idea. That's when she gets her own idea to do with this gear if she's going to fight Agent S, she's going to need to fight fire with fire.

That's when Coulson gets a message from General Talbot that the U.S. government is coming and that isn't good for any of them, and it's time to move out.

"A lot of agents are staying behind to surrender." May tells Coulson as they all start boarding the Bus.

"Wish they'd reconsider. We need all the help we can get to fight HYDRA." Coulson tells her. "Where's Ava?"

"She's on her way. Said there was something that she needed get done before we left." May explains as they board the Bus.

Trip asked for a place on the Bus and Coulson is Okay with it but Simmons has to keep her eyes on him.

That's when they look to see Ava boarding the plane and she's wearing a almost identical outfit to Agent S' look. She redesigned Peter's backup outfit so that it would fit her, cut off the sleeves and left the fingerless gloves on and the rest of the outfit is exactly the same. She also found the time to put her hair up in a ponytail so it didn't get in her face.

"Damn, Girl. You look ready for a fight." Trip comments on her get up.

"I'm preparing for war with HYDRA." Ava corrects him. "Agent T, of S.H.I.E.L.D. I have a promise to keep. I'm gonna keep it." She says.

"Why T?" Fitz asks her. "For Tiger?"

"That, and also it's the letter after S. I'm honoring Peter's training, and I'm gonna need to be ready for a fight with Agent H. So I'm fighting S with T." Ava tells him.

They get into the air and put a destination that Coulson found on his S.H.I.E.L.D. badge and thinks is Fury reaching out and decide to check it out and May puts them in course and goes to check on Coulson who's in his office looking out the window without a care in the world.

"You wanna skip the part where you care about me and get to what you came here to say?" Coulson asks her.

"I need to take your weapon." May tells him.

"Wanna share why?" He asks.

"Fury's dead. Peter's missing. And we haven't had a chance to grieve." May tells him.

"There's no reason to. I have faith that he's alive. And I know we're going to find Peter and bring him home." Coulson states and stands up.

"What home?" She asks. "S.H.I.E.L.D. is dead. The world he knew is gone. Everyone else is either dead or HYDRA agents. Fury is more likely gone, no matter how much you want to say it. And what if we can't save him?"

"I'm not going to think about that." Coulson states to her. He did think about it, but he doesn't want to think that kid he raised is unreachable. "I promised his parents to keep him safe, and right now, we know he's being controlled to do who knows what who knows where. So we have to snap him out of it if possible. Ava already showed she's not gonna stop. I'm with her. Are you with us, or are you just planning on putting the kid you used to read bedtime stories to down?

May doesn't answer his question and leaves to keep the plane on course.

-

Ward and Garret left Peter at their base and left for the Fridge and started breaking everyone out of it. And Garret told Ward how the Slingshot program was a fake and everything that was shot out into space was nothing.

They start using the plasma particle beam that Coulson and the team found in Peru and used it to break out the most dangerous men they have, including Agent S' worst enemies.

"It's good to finally be out of that cell!" Electro states as they've set him free.

"Whatever, Max, just get out there and wreak some havoc." Garret tells him and he vanishes through the electrical equipment.

Garret and Ward walk up to a cell that they can hear maniacal laughing inside.

"You sure you wanna let this crazy one out?" Ward asks. "I mean, he's crazy as they come."

"You're telling me. You know, when we arrested him, he promised us that he would have his revenge on S by trying to create a device that would allow him to travel in between universes. So that way he can hunt down everyone who was like Peter and create a army of spider based warriors." Garret tells Ward as they blow the wall of the cell and see the one and only Norman Osborn.

The Green Goblin; murderer of Gwen Stacy.

"Hehehehe, time to hunt a spider." Norman says in a demonic voice with a devilish grin.

-

Coulson and the team make it to the location and land the Bus.

"Coordinates are about a 7 mile hike from here." Coulson tells them. "Terrain's pretty rough, even if it wasn't covered in snow."

"In less than eight hours, a nato satgelige will pass directly over us, and we'll be located." Skye warns them.

"So that means we have to hurry and I've done this long enough to know there's something up there. But this mission is your choice." Coulson tells them all.

"I'm right behind you all the way." Ava tells him and everyone else is on board.

"A lots changed in the last few days. I know you all have your doubts about what we've been doing, about me. But I don't, which is why I'm going to find whatever Fury has waiting for us." Coulson says and opens the doors to get out of the Bus and Ava takes out Peter's compass to find their way and they all follow.

They've been walking for a while through the snow, and are nearing the location Coulson's badge is leading them and they can't find anything anywhere.

"There's got to be something here." Coulson says as they've reached the location. "Stay alert. Eyes open." He warns them and all they see is a cliff side.

"How long should we look before heading back?" Skye asks Coulson.

"We're not going back, not until we find whatever Fury has waiting for us." Coulson tells her.

"What about the satellite?" Trip asks Coulson.

"It doesn't matter. The Bus used up all of its remaining fuel to get this far." Coulson tells them and none of them knew that.

"Did you know this before flying us out into the middle of nowhere?" Simmons asks him.

"It was the right play. Fury sent us these coordinates for a reason." Coulson tells her.

"And what reason is that?" May asks.

"I don't know, May! I don't know!" Coulson finally admits. "There got to be something here!" He says and looks at his badge. "This means something! It has to mean something! The world needs us! HYDRA is out there! They've got Peter...we-We cannot let them win. We-we can't let them define us. Do you understand that? We are not agents of nothing! We are agents of S.H.I.E.L.D., and that still carries weight! It-it has to carry weight! After everything we've been through, that carries weight!"

Everyone watches as he finally breaks down. Coulson just can't believe what's happening. This time last week, his world was perfect. He had Peter safe, miles away from the enemies that wanted him. He was able to keep the promise to his parents he was trying to keep for the past 14 years. Now Peter's out there, an enemy. On the opposite side.

Peter was always scared about his powers being used for someone's personal gain. And now, it's finally happened. Coulson looks at the badge and back at the group.

"I'm sorry." He apoligizes before throwing his badge that activated a turret and they all run for cover as it destroys his badge.

"Well, it seems like we've found it." Fitz comments.

The turret keeps searching for them and they're all hiding behind snow banks.

"Nobody move." May tells them.

"I really don't think that's gonna be a problem." Simmons assures her.

"This is a S.H.I.E.L.D. Facility." Coulson says.

"I think _shoot first, ask questions later_ isn't exactly sound like them to me." Ava tells him.

"Well, it's not HYDRA. This is Fury reaching out." Coulson states.

"There's no way to know that for sure." May tells him.

"There's one way." Coulson says before standing up in front of the turret and everyone begs for him to get down.

_"Identity yourself._" The turret tells him.

"Phil Coulson, Agent Of S.H.I.E.L.D." Coulson tells it and it shuts down.

"_Welcome, angst Coulson. We've been expecting you."_ The turret says and a piece of the wall opens up to reveal the base.

-

Garret and Ward return to the base and see they're already getting to work on draining as much of Peter's blood that they can without killing him to get to work on their soldiers.

But they don't have any way of getting through Skye's hard drive that has everything on it from the Bus that Ward was able to snatch and they can't crack it.

That means Ward has to go back to get Skye to crack it.

-

The team enters the new facility.

"What is this place?" Skye asks.

"One of Fury's secret bases." A voice says and they look to see someone else here. "I call it Providence, although technically it doesn't have a name since it doesn't exist. It being a secret base. If everyone would follow me." He says and they follow him into the cafe area of the base.

"Pretty cool, huh?" The new guy asks.

"I'm sorry, who are you, exactly?" Coulson asks the obvious question.

"Eric Koenig, Agent of S.H.I.E.L.D., Level 6." He introduces himself.

"Phil Coulson." Coulson introduces himself.

"I know. It's an honor to meet you, Agent Coulson. And I apologize for the kerfuddle outside. The precision remote system was designed to destroy any rapidly moving metallic object." Eric tells them.

"It was my badge." Coulson informs him.

"Okay, that's gonna be tough to replace, but soon you'll be issued your own lanyard." Eric tells him and looks to the others. "Lanyards for others will be distributed on a case-by-case basis."

"What happened to Director Fury?" Ava asks him.

"Fury...didn't make out I'd D.C., were all shaken by it." Eric tells her. "Especially after what happened to Agent S, and the falling of the Fridge." He says and that is bad and Eric then pulls Coulson to talk alone.

"It's nice to have company. Don't get me wrong, this place is great." He says and Coulson sees all the windows with views on them.

"What's with the windows?" Coulson asks him.

"That's supposed to make the isolation more bearable. Every day of the week has a different view." Eric explains.

"How long have you been here?"

"Since the Chituari invaded New York. Been reading a ton of historical fiction, gaming online with my brother. Ranking up major _Call of Duty_ hours. You play?"

"S got me into it. Haven't been playing it recently."

"Peter was one of the good ones."

"Okay, so there was something you wanted to tell me?"

"Yes. My bad. Fury's not dead. HYDRA thinks they killed him, but he was able to escape."

"So you lied to my team?"

"I don't know them. Fury said only a few select can know. Maria Hill, Cap, now you and me."

"Where is he now?"

"No one knows. No one else can know. Fury's orders. So we're good?"

"We're good."

"Great. I have a parking space for the plane to bring in the plane. Set everyone up with their lanyards." Eric says and leaves to do just that.

———

**_Yeah, it's short, I'm sorry._**


	31. Past scars

Ward got back into contact with them and was able to find the base and explained that HYDRA already took over the fridge and took everything and the prisoners are all free now. And that he supposedly killed Garret after everything he did.

But Ward was able to _save_ the hard drive if all of their stuff on it. Coulson asks Skye to pull out a list on who escaped and they let out.

"This is really, really bad." Skye states as she gets a list of everyone who's out. "Some of these guys are just psychos but a handful of them have superpowers."

"Including Norman Osborn." Ava informs them and they all know he is gonna be a thorn they need to pick later.

"Is Max Dillon on that list?" Coulson asks them.

Skye does a quick search and sees he was one of the escapees. "Electro?" She asks.

"That's him." Coulson confirms. "Cross check the list of inmates with crime databases, recent activity. Got a feeling we'll be seeing a slight uptick."

"Okay, but that'll take time, and more computing power than my laptop." Skye tells him. "I'll have to talk to Eric, see if he has anything."

"The plane you flew in on, is it operational?" Coulson asks Ward.

"Yeah. You need me to pilot?" Ward asks.

"You heard Simmons. Stay and get better. I'm gonna take a splinter team out and start going after inmates on that list, starting with mr. Dillon. I think I know where he's going." Coulson tells him.

"You sure it's wise to split up the team, leave this base?" May asks him. "What if it's part of HYDRA's plan? A distraction?"

"We might be safe in this base. But the entire world isn't. People who don't have access to a top-secret underground shelter. It might be wise, but it's right." Coulson states to her. "It's what Peter would've wanted us to do. That's the end of it."

-

Before Eric could let them out, he says they have to go through orientation.

They're brought to a room with a giant metallic chair in the center.

"Why am I getting flashbacks to Emperor Palpatine's chair?" Ava asks them.

"Nice _Star Wars _reference." Eric tells her. "But I just need you guys to answer a few questions. A few psychoanalytic, non sequitur questions. Nobody is getting turned to the dark side."

"So it's just a lie detector." Coulson clarifies.

"It's _the_ lie detector, Agent Coulson. This baby measures galvanic skin response, oxygen consumption, micro expressions, biofeedback brain waves, pupil dilation, voice biometrics. Ninety six variables in all. Fury designed this himself. He wanted a lie detector that Romanoff and S couldn't beat." Eric tells them.

"Did they?" Ward asks, knowing he needs to keep his secret.

"Like Fury would tell!" Eric states.

"Sooner we get this done, sooner we can get to work." Coulson says and they all line up to take the test.

After a few people went, it's now Ava's turn to go and she knows she has to get this over with fast. Sooner she gets out of here, sooner she can save Peter.

"We're gonna start with some easy questions to establish a baseline." Eric tells her. "Can I have your full name?"

"Ava Ayala. Agent T of S.H.I.E.L.D." Ava responds.

"Eye color?" Eric asks.

"Brown." Ava answers.

"Please list your immediate family." Eric asks of her.

"Don't have any. Fury picked me up a month after my father, the original White Tiger, died. My mother died years earlier. No siblings."

"And you're from Brazil?" He asks.

Ava knows she has to lie seriously well on this one. She's not from Brazil, but it's where Fury found her. Where she's from, nobody knows it even exists.

"Yes." She says and Eric sees a few small blimps but not enough to say she's lying.

"What's the difference between an egg and a rock?" Eric asks her.

"That's a weird question, but simplest being one is a food. One is a possible weapon." Ava answers.

"You are definitely the protege of Agent S." Eric states since Peter's answered the same question the same way. "Have you ever heard of Project Insight?"

"I might've overheard S and Fury talking about it once." Ava admits.

"Ever had any contact with Alexander Pierce?" Eric asks.

"Only when S had either mission assignments from him, or when he once planted a glitter bomb in his pants. It was hilarious!" Ava answers and Eric is all too familiar with S' elaborat pranks.

"You wash up on a deserted island alone. Sitting on the sand is a box. What is in the box?" Eric asks.

"What's on the island? How many dangers am I likely to face? How big is the box?" Ava asks, trying to get all the information like Peter taught her to do. Get all the information you can and decide what's the most useful device.

"Just say the first answer that comes into your mind. What's in that box?"

Ava thinks for a second and knows exactly what. "Peter. I heard he survived for a month on a island on his own after crashing a nuclear warhead. While it was inflight."

"Agent S does get the most interesting stories to tell." Eric admits and moves on. "S.H.I.E.L.D. no longer exists. The agency has been labeled a terrorist organization. So why are you here?"

"I want to say it's because I don't have many people who I can trust and this group is the only people I trust. But...I guess I'm here because of Peter. Without him, I wouldn't be standing here. I owe him everything. And I'm gonna do everything that I can to bring him back to the light, and get back to shielding people who need it. Me and him are the only few people who are willing to run into the fire when it goes off instead of away. This is where I belong. And where he belongs, it's our home." Ava answers.

"I'm gonna ask you one more question, that isn't orientated." Eric tells her. "What is your relationship to Agent S?" He wonders and knows she can't lie.

Ava hears him and starts wondering that herself. Peter's been there for her since day one, as a teacher. Now she's an agent just like him, they become more like friends. But after everything they've been through, everything they've done for one another, he's more like family.

"Peter's like my brother I never had. Always there for me, keeps me out of dangers I can't face. Helps me face my demons, pushes me to my limit and further. He's family. And I don't give up on family. I learned that from him...I'm doing whatever it takes to save him." Ava tells him the truth since she knows she doesn't love Peter, their bond isn't like that. But siblings are the closest thing they can be, since they can't just be friends after everything, and they're definitely not lovers.

They're family. And HYDRA took her family, so now they're gonna pay. Eric takes a quick look at the monitors and sees that Ava is telling the truth.

"Congratulations, Agent T. Let's go get you a lanyard." Eric tells her and starts letting her out of the device.

After they're all cleared, they start getting ready to move out to stop Max Dillon, Electro.

"Max Dillon was an assistant at a physics lab where they were trying to harness electrical power of something called Darkforce. And nothing good happens when you work with something called _Darkforce_." Coulson tells them.

"It's a form of cosmic radiation, pure negative energy. Unstable but powerful." Fitz tells Ava.

"Wasn't it you who named him Electro?" Ava asks him.

"Me and Peter did." Fitz replies to her.

"Dillon was exposed, ended up being able to absorb energy. Went on a rampage until S was able to stop him. Then Green Goblin came along, broke him out of the Fridge along with Rhino. Luckily , even HYDRA wasn't stupid enough to let someone like him out. He can kill with a single touch." Coulson explains.

"And I'm guessing he likes to." Trip guesses. "Do we need to put a bullet in him?"

"Unfortunately, it's not that simple." Coulson tells him. "He can absorb the energy of most conventional weapons. Peter was able to stop him when he developed those web shooters, and was able to take him down. His power was unstable enough to be stopped, we'll do it again. Peter led him into a trap we had set up with pure light. His first time escaping, he was focusing on getting revenge on the man who put him away. Now Peter's out of the picture, I know where his next stop is."

"We can recreate the device on route." Fitz tells him.

"I was hoping you would say that." Coulson says and Trip offers to fly them, him being the specialist on the mission, with Ava being their backup.

-

They're in the jet heading to Portland.

"How can you be sure he's going to Portland?" Simmons asks him.

"Dillon was obsessed with a woman there. He called her his only light in the darkness." Coulson tells them.

"Why didn't he go after her before when he got out?" Ava asks him.

"Back then, he wanted revenge on Peter and S.H.I.E.L.D. now that they're both gone, he's going to be after her." Coulson tells her.

"He must be over her by now." Fitz states since Electro's been in the Fridge for years.

"Some people are hard to get over." Coulson tells him. "Besides, Dillon's pathologically insane. Single minded, obsessive. His powers not only robbed him of a normal life, they also fried his brain."

"And the woman?" Simmons asks.

"Audrey Nathan. She's how we tracked him the first time." Coulson says and Ava swears she's heard that name before. "We find me. Nathan, we find Dillon."

-

In Portland, Audrey was out for a evening run when all of the lights behind her starts going off and she turns to see Max heading towards her.

Recognizing him, Audrey takes off running when a car comes speeding up and the doors open to reveal Ava.

"Audrey Nathan?" Simmons asks her.

"There's a man after me!" Audrey tells her.

"We know. Were with the CIA. Get in." Simmons tells her and she gets in as Dillon approaches and gets ready to send a lightning blast their way when Fitz sends the Dwarfs out and they shine light in his eyes to keep him distracted.

"Mr. Dillon, we don't want to hurt you. But we need to take you in." Coulson tells him. "For your safety, and the safety of others." Coulson says as he, Fitz, and Ava approach him.

"It was you! You took me there!" Max says and starts charging up energy again when Fitz has the Dearvs bring out more light to stop his power.

"You know, I've gotten stronger since the last time I held you hostage." Max states and charges a powerful blast to send them all flying and shutting the Dwarfs down.

"Here's where we usually let Peter do the tracking." Coulson states as they look to see he's vanished.

"Where'd he go?" Fitz asks.

"Anywhere and everywhere." Coulson tells him.

-

Simmons and Trip brought Audrey to a apartment building they will be safe in for a while.

"I thought he was locked up." Audrey says, not understanding how he can be back.

"He escaped from prison." Simmons tells her.

"You don't have to worry." Trip assures her. "That's why were here. We're gonna keep you safe."

"We meaning the CIA?" Audrey asks, not believing them.

"That's what I said, isn't it?" Simmons says.

"You're not. Youre S.H.I.E.L.D., aren't you?" Audrey asks them.

"We're just trying to help. We're not the bad guys." Trip replies to her.

"I know. I don't believe what they're saying about S.H.I.E.L.D." Audrey tells them. "They saved my life once. A few years ago, I saw Dillon at one of my concerts, front row. Then I started seeing him at all of them. At first, I was flattered. Cellists don't get many groupies. But then one night, I saw him outside of my house. I was terrified. I begged him to leave me alone. He just stood there, saying I was his light. I didn't understand what he meant until he started blacking out my entire block. I ran and called the police. They didn't believe me. But then two S.H.I.E.L.D. agents came to my door. One was smaller, almost kid-like and the other was older than him. I don't know why, but I trusted them right away. Something about his face. The handsome part, maybe on the older one. The smaller one wore like this strange mask that covered his face and had eye sockets covered."

Ava hears that from their makeup workshop and makes an assumption that must be Peter.

"He Just swooped in. It was like...out of a movie." Audrey admits

"You two were close?" Simmons assumes.

"Very." Audrey confirms. "They promised to stop Dillon. And that's what they did. It was crazy, a big fight against him and the young Agent. The news started calling him Electro. That's why I know I can trust S.H.I.E.L.D. Phil never lied to me."

That name surprised them and they look to her confused.

"Agent Phillip Coulson. He died in the line of duty. I don't know the details. But I know he had a child he was looking after. Peter Parker. He was such a sweet kid. We were planning a trip up the cost, and then I got a visit from Peter. He got the news first." Audrey tells them.

"You must miss him." Simmons says.

"For so long after he died, everything reminded me of him and his kid. I still dream about him sometimes, just us together, laughing. I even gave Peter a few lessons in playing and he seemed to enjoy it."

"That explains a lot." Ava mumbles to herself wondering why Peter decided to learn to play.

"I wake up feeling like he's watching over me. It's nice." Audrey tells them.

"Maybe you should go in there." Fitz tells Coulson.

"No, she's healing. Getting on with her life. We had to help her do that." Coulson tells them.

"We have a way of stopping him." Ava tells him. "But it requires using Audrey to get him to show himself."

"No. That's unacceptable." Coulson tells them.

"It's not ideal, but there's no other choice." Fitz tells him.

"I won't put her in danger again. That's not fair to her." Coulson tells them.

"Coulson, with all due respect, she's already in danger." Ava reminds him. "You said he won't stop until he gets what he wants, so let's use that against him."

-

Back in the base, May has decided to leave since Coulson doesn't need her and she needs to find information on the Tahiti project about who was behind it if he's ever going to trust her again.

Meanwhile, Ward got rid of Eric to keep him quiet and was gonna do the same to May when she told him she was leaving so he didn't bother on doing it.

-

"What if he doesn't show?" Audrey asks the agents as they lead her to the stage where they've set a trap for Electro.

"Before they put him away, he never missed a rehearsal." Trip reminds her. "And he won't this time, either."

"Don't worry. We'll be close." Simmons comforts her.

"Don't stop playing until he gets close to the stage." Trip tells her.

"Last time, there were two whole S.H.I.E.L.D. teams and their best Agent." Audrey tells them.

"We have S.H.I.E.L.D.'s second best agent waiting to make sure nothing happen to you." Simmons tells her, referring to Ava.

With said Ava, Fitz has remade the same light weapons Peter once used to stop him.

"Can this protect her and stop him?" Coulson asks, worried for Ava's safety.

"These are exactly the same devices we used to stop Electro last time." Fitz tells him as he attacked the gadgets to her arms. "Attach these to him, it'll absorb his powers so he can't use electricity to attack you."

"Who did you say created this technology again?" Ava asks, a bit curious.

"Bruce Banner." Fitz tells her.

"Then I'm sure it'll go off without a hinge." Coulson comments and looks back at Audrey who's getting ready to play. "You better be ready to stop a maniac who can use electricity as a weapon."He tells Ava.

"I'm Agent S' protege. I know I'm ready." Ava tells him and heads out to find a secure place to hide.

Audrey begins playing the cello and they just wait for Dillon to show and they watch as the lights in the hall start going off.

Ava sees that as her que to get ready and places the mask on that covers just her eyes and around them.

**(Basically, it's Black Cat's mask except it's made out of stronger material)**

Dillon starts approaching into the room and Audrey stops in fear.

"No. Keep playing." Dillon tells her. "I'm sorry I scared you. I know that I'm a monster. But you're the one that can save me." He says and Audrey then goes back to playing to keep up with the plan and Dillon keeps walking closer and Ava is ready to strike him from above.

As he gets underneath her, Ava finally leaps down and attaches one of the three devices onto his back where he can't reach it. Audrey takes this as her chance to run as they start to fight.

"Now who are you?!" Electro asks Ava.

"I'm Agent T, with S.H.I.E.L.D. And I'm gonna finish what S started." Ava tells him as he starts blasting electricity at her.

Ava runs through the seating area and pulls a grapple gun out and shoots at the lights above and quickly pulls one from above Electro and it falls, causing him to loose his concentration and Ava slides through his knees and attaches the second device onto him and begins running again.

"Will you stop squirming?!" Electro asks, getting seriously pissed by these kid agents that are constantly appearing after one falls.

Ava grabs a small knife from her belt and throws it at Electro but he stops it with his power.

"Did you really think that'd work?" Electro asks her when he notices she vanished.

But in reality, Ava snuck up above in the darkness and leaped down agan and placed the final device on his head, taking him down as it absorbs his energy and he falls to the ground.

"Don't ever mess with an agent of S.H.I.E.L.D. ever again." Ava warns Electro who can't hear anything since he's unconscious.

When they thought it was all over, an explosion goes off and blows a hole in the ceiling sending Ava and Audrey flying.

Ava looks as Coulson runs to make sure Audrey is okay when Ava looks to see what caused the explosion and she's shocked to what she sees.

The Green Goblin.

"Thank you for doing all the hard work for me." Norman thanks them and then grabs Electro by the throat. "I'm gonna need you to build my super army. Time to do some dimensional work." He says before flying off on his glider.

Ava gets up to see Audrey is okay but Coulson is nowhere to be seen.

"What happened?" Fitz asks her.

"Green Goblin just did a super-napping." Ava informs him.

"For what?" Fitz asks.

"He said something about a super army and dimension jumping." Ava tells him, completely confused to what that means.

"Dimensional...the multiverse." Fitz mumbles.

"What's the multiverse?" Ava asks, never hearing it before.

"Basically, imagine if you had two Earths, now imagine in that second world something is slightly different. Now times that by a million. That's the multiverse." Fitz tries his best to explain.

"What does that have to do with a super army?"

"We'll have to figure that out another day. Right now, we need to get back." Fitz says and they leave back to base.

-

But when they return to the base, they see the Bus is gone. May, Ward, Eric and Skye are nowhere to be found.

Can't anything go right?!


	32. Breaking free

"In Washington, D.C., Maria Hill finally got out of yet another board meeting since she's Fury's second hand and knows everything about S.H.I.E.L.D. and in the eyes of everyone else, Fury is dead.

"Yeah, it went as expected." Hill tells Pepper through the phone. "S.H.I.E.L.D. implodes, and everyone wants answers. The CIA, NSA, NRO, them I can handle. But Congress? Congress is like kindergarten, or babysitting a year old Peter all over again. _Where is this fridge? What was in there? Who or what is an Agent S?_ I swear, I need a cocktail and a lobotomy."

She's walking down the street and sees she has several followers most likely from the government because they don't trust her.

"But apparently, my every move continues to fascinate them. Tonight's standard issue surveillance package includes a fake yuppie not checking her texts at a bus stop, imposter homeless man, mildly offensive, and the hipster following me looks familiar. I think he's Russian or..." Hill looks to see that the man following her is now gone. The woman at the bus stop has been knocked unconscious and the homeless man is as well.

"Pepper, I'll call you back in 10." Hill says and hangs up and starts looking round when May appears out fo nowhere.

"We need to talk, Agent Hill." May tells her.

"A phone call would have done it." Hill states relieved its just her. "But I appreciate the discretion."

"Thought you'd like the night off." May says. "They must hate that you're going to work for Stark."

"Most of the intelligence community would like to drop me into a dark hole, but even they can mess with Tony's army of lawyers. So, for now, we're privatizing global security. Want to join?"

"Coulson needs help. And he won't take it from me anymore."

"Where is he?"

"Providence base. And he's got to worry about with Peter being turned into a HYDRA agent, he doesn't need to worry about the Tahiti and who covered it up."

"Wait, Peter's what?" Hill asks, never hearing this before and starts pacing out of fear. She might argue with the kid a lot, but deep down, she cares for him a lot. He's her nephew, and she'll do anything to help him.

"That laboratory that Fury sent him to was ambushed by Ghost. According to Ava, she said some things that made Peter turn and try to kill her."

Hill stops in her tracks hearing the specifics and looks back to her. "Did he seem to have lost all emotions? Doesn't care about who he hurts as long as the mission gets done?" She asks May.

"That's..very accurate. What do you know?" May asks.

"During the whole Helicarrier incident, Cap has a run in with the Winter Soldier. He was a HYDRA agent that was brain washed, and Steve knew him. Bucky Barnes."

"Did he break him free?" May asks.

"After getting through to him by reminding him who he was. If Peter's got the same treatment, you just knock some sense into him, literally."

"Okay, I'll keep that in mind. But as of now, I need to know about Tahiti. He knows they used alien biology, rewrote his memories, and Fury did it under some one else's direction. I want to know who was in charge of Tahiti."

"Fury told me that he buried that Intel when he decided not to bury Coulson." Hill tells him. "Fury loves his riddles."

"Guess I'll have to solve it." May says and hears sirens approaching them.

"Looks like you gotta run. But I'll find a way to help break Peter out of this trance." Hill promises.

"That would be a big help having Agent S back on our side." May says as the police show up and May vanishes.

"Three minutes and twenty seconds. Really?" Hill asks them. "If you were my agents, it wouldn't be for long." She states.

-

Back at the base, they learned that Eric was killed and Skye left a message for them.

Ward is HYDRA

And now they need to find out how to track the Bus. They're all angered and betrayed learning another one of their friends is another criminal they need to stop.

They also put together that Garret must still be alive and they were the ones to ransack the Fridge so they have alien weapons at their disposal, not to mention S.H.I.E.L.D.'s greatest Agent with it.

They then get a location they're in Los Angeles.

"Finally. Some good news." Coulson says happy as Ava gets back into her Agent T outfit when the alarms go off, people are approaching the base.

"I blame you." Ava tells Coulson, knowing he jinxed them by saying that.

"Multiple contacts in the ground." Trip says looking at the computers. "They just triggered the gun turrets."

Now they have to make sure they have a way to protect themselves and wait by the doors for them to blow.

"I wish this bunker had a bunker." Simmons tells them.

"These doors should hold. It'll take some major artillery to make even a dent." Coulson assures them when the computer goes off.

"Hanger door deactivated." The computer says and that means they have the access codes.

"How?! That's impossible!" Simmons states.

"Time to take cover!" Ava says and they all move back and watch as special forces come in.

"That's not HYDRA." Ava tells them. "Why are special forces here?" She wonders.

"On behalf of the United States armed forces, I order you to stand down." General Talbot tells them.

"Talbot?" Coulson asks, completely confused to how he's here. "There have to be better things for you to do than chase five S.H.I.E.L.D. Agents."

"I wasn't a huge fan before chasing you to the damn tundra, Coulson. I wouldn't push it." Talbot tells him.

"I'm flattered you came in person." Coulson says.

"Fury's private base on North American soil? Had to see it for myself." Talbot says as he approaches them.

"If I come out, will you shoot me?" Coulson asks them. "Because then I won't come out." He states and Talbot orders his men to lower their weapons.

"This base doesn't exist anywhere, how did you learn about it?" Ava asks as she and Coulson walk out to see Talbot.

As if on que, Hill turned the corner and joined them.

"I told them." Hill tells Coulson.

"This just keeps getting stranger." Ava states confused, what Hill is doing here?

And what she's doing here with the government, what the hell is going on anymore?

And why are they the ones getting interrogated by this General Talbot, who as a side note, could really use a breath mint.

"We're not criminals." Simmons tells him.

"Great. Then we'll take you in, and you can tell us all about it." Talbot tells her. "At the very least, you're fugitives. And running away puts a bit of a guilty stink on it, don't you think?"

"You sure it's not your own breath your smelling?" Ava asks him.

"That's not helping." Fitz tells her.

"Wasn't saying it would." Ava replies.

"We're not HYDRA. Were agents of S.H.I.E.L.D." Trip tells him.

"Well, right now, to the rest of the world, it's the same thing." Talbot informs him while taking a bite out of an apple. "All right, I'm gonna tell you how it's gonna be. You give me actionable intelligence and I'll allow you to serve time awarded. Your other options are...pretty much hell."

"I think we're already there." Ava states since this guy chews like a cow and it's just too silent.

"We have told you of a known HYDRA agent." Simmons reminds him. "He's getting away, and your little intimidation speech is keeping us from saving a fellow agent, a friend."

"Sister, you haven't seen intimidation. And right now I'm you're only friend." Talbot informs her.

"Are you really our friend?" Ava asks him, without a care in the world. "Because you're not very good at it." She informs Talbot.

"I would like to warn you to stop trying to piss me off." Talbot tells her.

"Do your worst." Ava dares him, knowing Peter seriously did prepare her for anything if she can stand up to someone as powerful as him and not even care.

"And the word Agent makes it would like your corrupt organization still exists. Your leadership abandoned you for the private sector, and we're gonna allow that in exchange for valuable assets like yourself. So right now I'd be thinking hard and fast about exactly what it is that makes you valuable." Talbot tells them.

"How about the fact that I can take you down, disarm your men in the matter of seconds, all while you're trying to figure out what just happened?" Ava asks/warns him.

-

In the main room, Coulson and Hill are talking alone.

"I am offering you a lifeline here, Coulson. Don't thank me. Just take it, and we'll be on our way." Hill tells him.

"Don't see how thanks are in order, considering you just sold me out and led the U.S. military straight to Fury's secret base." Coulson tells her.

"No, Phil. You led us straight to Fury's secret base as part of the deal we made." Hill says while mentally winking.

"You can't be serious." Coulson states, staring to understand and he doesn't like it.

"You and I are gonna turn over these abandoned tunnels to the U.S. government, who will be ever so grateful to take possession of an enemy stronghold in their backyard."

"What about my team?"

"They're gonna have to go through the system. Interrogations-"

"That's not gonna happen." Coulson stops her. "They do that, Agent S' identity gets released to the world. And I'm not gonna allow that considering he's public enemy number one and the public doesn't even know it."

"Look, talk to Talbot. Cough some meaningless intel about this place, nothing significant, of course, nothing about S.H.I.E.L.D.'s other installations."

"My god, you're still protecting your secrets." Coulson realizes. "Is there anything specific you're afraid I'll talk about? A super soldier child Agent, Tahiti maybe? I'm a liability, is that it?"

"Grow up, Phil. Of course you're a liability. But I know you'll do the right thing."

"The right thing?" Coulson asks her. "That's funny coming from you. After everything you and Fury have done? You should've been straight with me. I would have kept your secrets like a good soldier. I always have. But instead, you were worried about me when you should have been worried about anyone else. The Parker's warned us years ago that S.H.I.E.L.D. was compromised, and we never imagined it being this big."

Hill takes in what he's saying and remembers the last word of the Parker's 14 years ago. "You're right. We should've seen HYDRA coming." She admits to him. "But after DC, they don't stand a chance."

"Agent H does. And so does his controller, John Garret." Coulson informs her.

"Garret? I know Peter's been whammied, but I thought Ward took care of Garret."

"Ward's his secret weapon. He killed Victoria Hand, then raised the Fridge, let Norman Osborn free who just recently kidnapped Electro for who knows what. And now he's got Skye and Peter, which is where we were headed until you so rudely interrupted to sweeten your deal." Coulson tells her.

Hill now understands why they were in a hurry to leave and feels a bit guilty now.

"You want to make this right? Stop wasting time." Coulson tells her.

Their conversation is interrupted when Talbot and two men enter the room.

"Can we move this along? I'd like to tear this room apart." Talbot tells Hill.

"Sure, colonel. Knock yourself out." Hill says before taking out her Icer and Coulson does the same and they take them out.

"Get your people. We need to move." Hill tells him.

"We?" Coulson asks happy to have her on board.

-

As for Skye's end, she bit as much time as she could before she tried turning Ward over to the authorities but that ended badly while during her escape, she gets attacked by Agent H and gets knocked unconscious.

When she wakes up, she sees she's on the Bus with Ward and Mike talking with Agent H guarding her.

"You should be thanking me. I saved your ass." Mike tells Ward.

"You didn't save my ass. You sent a child Agent into the open. We're lucky he wasn't spotted." Ward states to him.

"You let her get one over on you. That's exactly what Garret was afraid of." Mike replies.

"And Garret told you to stay out of sight."

"He ordered Agent H to shadow you. I'm here to command Agent H, they didn't want to risk implanting him with an explosive eye. He knew you had a soft spot for Skye and she might take advantage of it."

"Well, he was wrong. We have her. And once she gives us a location, we'll be off." Ward tells him.

"Yeah, that's not gonna happen." Skye tells them both.

"Take a walk. I can handle this." Ward tells Mike.

"Can you?" Skye asks him. "You haven't so far."

With that response, Agent H places his blade against her neck.

"Garret says you have five minutes." Mike tells Ward. "Agent H, stand down." He comands the kid and he walks off with Mike.

As soon as they're alone, Ward looks to Skye.

"I can explain." He promises her.

Skye walks up to him and pushes him. "Lying bastard! Son of a bitch!" She tells him while beating him and Ward holds her back.

"Stop, okay? You can't win." Ward tells her and handcuffed her to the railing.

"All this time, everything we've been through, why?" Skye asks him. "How could you?"

"I was on a mission. It wasn't personal." Ward tells her.

"You did not just say that. God, I might actually believe that." Skye says sarcastically. "That is the twisted logic that they teach you when you sign up to be a Nazi."

"Stop. Wait. I'm not a Nazi." Ward defends.

"Yes, you are. That is exactly what you are. It's in the S.H.I.E.L.D. handbook, chapter one. Peter himself says it constantly. The Red Skull, founder of HYDRA, was a big, fat, freaking Nazi."

"That has nothing to do with today."

"You always had that Hitler youth look to you. So it's not that surprising."

"It's not like that. I'm a spy. I had a job." Ward informs her.

"You've killed I don't know how many people. Turned Peter into your own personal assassin for HYDRA. You gonna kill me?" She asks.

"No. I would never hurt you." Ward promises.

"Once you crack the drive, are you just gonna shoot me like you did with Nash, or have someone else do it. Like you did with Peter?" She asks him.

"I didn't know that was gonna happen. I was just as surprised as anyone else, it was Garret who did it." Ward informs her.

"Of course it was Garret's fault. That was part of the mission, right? Just gonna kick back until it's your turn to pull the trigger."

"All I knew was that we needed to get his blood, of course I knew about the brainwashing, it took us years to do it. We had a big leap when Coulson went to Tahiti and Peter was alone more often."

Skye walks around completely confused.

"Do you think this was easy?" Ward asks her. "Do you have any idea how hard it was? The sacrifices, the decisions I had to make? But I made them. Because that's what I do. I'm a survivor."

"You are a serial killer. And you turned a true survivor to be just like you." Skye tells him referring to Peter.

"Someday, you'll understand." Ward says.

"No, I won't. And I will never...ever give you what you want." Skye promises to him and sits on the stairs.

Upstairs, Mike gave it a go himself to hack into the drive and it failed as he looks to Peter, and feels guilty about what's happening to him.

Mike was forced to become this, but at least he has his humanity. And that's what they took from Peter, made him nothing but a killer.

"Garret is done waiting. Go to plan B." A message appears in his eye and knows what he has to do, but he knows irs going to hurt.

Skye is trying to get out of the cuffs when the three of them returned.

"Times up. You can tell me where to unlock the drive, or you can tell him." Ward says looking to Mike.

Skye looks over to Peter knowing she can't get through to Mike if he's being controlled. "Peter. I know you're in there. And I know you don't want to do this. Whatever they did to you, fight it." She pleads to him. "I don't care what they did to you, I know you wouldn't want any of this."

"He cant hear you." Mike informs her. "He cant hear anything unless ordered to hear. There's no way out for you, Skye. Tell us how to unlock the drive."

"No." Skye tells him. "I know you're not going to hurt me."

"You're right. I won't hurt you." Mike says before turning and shooting a device onto Agent H's chest and he drops to the floor.

"Wat did you do to him?!" Skye asks.

"Stoped his heart." Mike tells her. "It isn't beating. He's having a heart attack. I can restart it or not. It's your choice. Garret doesn't think you're gonna let that happen."

Skye looks to H and knows there's still good inside Peter, but if he dies, there will be no saving him, so she makes up her mind fast.

"Okay, stop."

"Where do you unlock the drive?" Mike asks her.

"Bring him back! It's 35,000ft. It's not based on longitude and latitude. It's altitude. I put the password in and I start the hack. Once we reach altitude, it unlocks. Now restart his heart!" She tells them and Mike presses a device and Agent H gasps back to life.

Ward unlocks her cuffs and brings her to her computer. "Put the password it. Start the hack. No tricks." He warns her.

"Get the plane in the air." Mike tells Ward.

Ward leaves to the cockpit and runs into a problem.

_"Maria Hill to S.H.I.E.L.D. 6-1-6. You have 30 seconds to stand down and surrender."_ Hill's voice fills the room. _"You gonna answer me, Ward, or do I have to come over there?"_ She asks him.

"Maria Hill. Kinda hoped you went down with the Triskelion." Ward admits.

_"And I hoped you weren't the duplicitous lowlife Peter warned me you were, but here we are._" Hill replies to him.

"Gonna be honest with you, Hill. I'm having a pretty bad day. So if I were you, I'd get the hell out of my way."

_"Give up Skye and Peter, and we'll talk about it._" Hill replies.

"Yeah, that's not gonna happen."

_"You know, I never liked you, Ward. Not since our first sit down, but I never figured you for John Garret's lapdog._"

"A lot of us lost respect for Fury when he picked you as his second best and a child for his third. If he needed eye candy around, he could have at least picked Romanoff."

_"That's funny. I'll tell her you said that, when I tell her what you did to her nephew. Trust me, I myself am pissed about him being turned into a child _Terminator_. Now hand them over, or I'll have a squad of F-16s knock you on your ass."_

"Even if you had that kind of pull anymore, which you don't, Coulson would never let you do it. He would be very sacrifice Peter or Skye like that. But you know Garret would. So don't try to follow us."

_"Doesn't have to go down like this, Ward. You don't owe Garret anything._"

"That's where you're wrong." Ward tells her before taking off into the air.

-

"You want me to pursue?" Trip asks Hill as they're watching the Bus take off.

"No. Their tracking systems are up and running. Just hope we bought enough time." Hill says.

On the Bus' landing platform, Coulson gets pulled inside with help from Ava as it closes.

They find a way into the bus as it takes off.

"Okay, I'll find Skye. You see if you can get through to Peter, but get downstairs in one minute, with or without him." Coulson tells her.

"Understood." Ava says and goes to find Peter.

Where else would you find Peter, unconscious or not, but in the labs.

"Peter?" Ava calls out and he doesn't even flinch. "I know you're there, Peter. Just look at me." She begs and turns him around, only to just miss being stabbed.

"I'm not here to fight." Ava tells him while dodging his attacks when she sees the cargo bay opening and knows it's time to leave.

"Please, Peter. I don't want to hurt you!" Ava pleads to him when he suddenly stops mid attack.

"...run..." H tells her and Ava is shocked and looks to see tears in his eyes. "Stop...me." He begs of her and Ava sees not Agent H, but Peter Parker.

"Peter, you can fight this, I'm here for you. I'm your friend, remember?" Ava asks him.

"I'm not your friend." Peter says and Ava sees Agent H coming back. "You're my mission." He tells her before going in to attack and Ava blocks the attack with her gloves blades.

"I'll save you, Peter." Ava tells him. "I promise you that." She says before grabbing an icer and shooting him in the head to take him down and meets up with Skye as Coulson joins them.

"Change of plans! Deathlok is aboard!" Coulson tells Ava why they're rushing.

"I've never used a parachute before." Skye says as she's placing one on.

"Forget that! Get in the car!" Coulson says referring to Lola and they all hop in as Deathlok joins them.

Coulson activates the turrets from the headlights and start shooting him.

"This is the coolest car ever." Ava states and they see Ward coming in and Ava pulls out her actual guns as she's more than happy to put a bullet in his head.

"Buckle up!" Coulson warns them before driving backwards out of the Bus.

"Are you crazy?!" Ava asks as she doesn't know about the flight mode as they fall and Coulson activates it and they start to descend back to earth.

They quickly land outside of some theater where it seems nobody has noticed what just happened.

"That...was...epic." Ava states standing by her statement on this being the coolest car.

That's when a parking vallet walks up to them and doesn't seem to notice the steam or bullet holes.

"That'll be 20 bucks." He tells them and Coulson pulls out his wallet.

-

They later on meet up with Hill and the others at a hotel where everyone is hanging out by the pool except for Coulson and Hill who are in one of the rooms talking.

"Wow. I can't believe he shot Lola." Hill states hearing what happened. "If Peter were himself, he'd be pissed."

"I can't talk about it." Coulson admits as he gets out all the weapons he was able to grab from the Bus.

"Don't blame you for going after him. But Peter isn't gonna get out of years worth of brainwashing after a pep talk." Hill infirms him.

"We'll need a base of operations, weapons, tactical backup. Who do you have working for you?" Coulson asks her.

"Hold on, Coulson. There is no more backup. No more hidden bunkers."

"I know Fury has more than just the one."

"There's no Fury. We're not bringing the band back together again, Coulson. It's over. There is no more S.H.I.E.L.D. anymore." Hill reminds him.

"Well, not officially." Coulson admits.

"Look, I get it Okay? You want to save Peter. And the only way to do that is to take Ward and Garret down. But don't act like it's some official sanctioned mission. It's a personal vendetta, and when it's done, you should walk. Let your people go their separate ways."

"And Ava?" Coulson asks her. "She has no family, looks to Peter like a brother. And what about everyone else? Turn themselves in and try to cut a deal? Work in the private sector?"

"You know Stark would take you and the kid out there in a heartbeat." Hill reminds him.

"It's not my style. And right now, I need to get Peter back. I have to keep the promise I made to his parents. I'm not giving up on him." Coulson promises.

Hill takes out a file from her bag and hands it to Coulson. "This is for Ayala, if you truly want to save Peter." She says. "I should go. You know where to find me."

"Say hello to Stark for...oh, yeah. Never mind. Only Barton and Romanoff know I'm alive." Coulson remembers as she leaves.

-

Out at the pool, Ava has her feet in the water trying to make sense of what happened on the plane.

Peter begged her to run, because he didn't want to hurt her. He wanted to keep her safe.

The want to keep her safe, everyone he knows safe is still in there. He was fighting to injure her, not to kill. That could've been his orders so they could turn her to be just like him...or maybe it's because deep down, Peter's still in there.

She gets interrupted from her thoughts when Coulson sits down in a chair near her.

"Never been homeless before." Coulson admits to Ava.

"It's not really that fun." Ava admits since before Fury recruited her, she was living on the streets ever since Kraven killed her father. "At least we have a pool."

"We'll get him back." Coulson promises.

"I know. It's just what we're gonna do afterwards is my concern." Ava tells him. "And I don't mean S.H.I.E.L.D. is over type of afterwards, I mean with him. I know he's fighting their control, that fight we had on the plane confirms it. It's just I have a feeling it's gonna be harder to give him full control of himself again."

"That reminds me, this is for you." Coulson says as he takes out the file Hill gave him and Ava looks at it to see the tag.

A-Force

"What's this?" Ava asks him.

"If you wanna save Peter, you're gonna need a team." Coulson tells her and she opens it.

Laura Kinney; X-23

She was created to be the perfect killing machine. For years, she proved herself a capable assassin working for an organization called the Facility, until Agent S took it down and offered her a place within S.H.I.E.L.D. to make up for her crimes.

"I know how it feels like being used for personal needs when you just want to help. I know there is good in her. She just needs someone who believes in her. I'm willing to be that person." - Agent S 

Ava is staring to see these are Peter's reports on people from one index list of children with powers like the two of them.

Kathrine "Kitty" Pride; Phase

A mutant, Pryde possesses a "phasing" ability that allows her, as well as objects or people she is in contact with, to become intangible. Making her a powerful asset for S.H.I.E.L.D.

"She's young, inexperienced, doesn't know what's happening to her. She needs a hand to guide her to control these powers. She didn't ask for these powers, but I'm gonna help her control them." - Agent S

Ava then turns the paper to see the next report while being surprised by all these powered individuals she's never heard of before.

Kamala Khan; ms. Marvel 

(She asked to be called that)

She is a teenage Pakistani American from Jersey City, New Jersey with shapeshifting abilities. Doesn't know where they came from exactly, but they started appearing after the New York invasion meaning alien was possibly involved.

"She's a bit too energetic for my liking, but it's not necessarily a bad thing to have in a powerful individual. Just need to work a bit on who she decides to trust with this secret."

She once again turns it to see the strangest one.

Doreen Allene Green; Squirrel Girl

When she was 10 years old, Doreen discovered she could communicate with squirrels; she suffered from some sorta modification in her genes for unknown reasons that granted her squirrel-like abilities, which manifested predominantly as a prehensile tail somehow. When her parents consulted a doctor, it was determined that she wasn't a mutant, even though she believed so for a long time. 

"I've never seen powers quite like hers, that's for sure. I mean, the girl has a tail. But I believe she can be an amazing asset if she's given the right chance. She seems to have control over her abilities, but I know there's room for improvement." - Agent S

She then turns it to the last one and is shocked to who it is.

Ava Ayala; the White Tiger - suggested leadership.

She inherited the White Tiger amulet from her father following his death. Upon further inspection, Ava explained the White Tiger is a family legacy that she intends to honor. Ava Ayala wears the mystical tiger amulet formerly worn by her father. When wearing it, her physical strength, speed, stamina, agility, dexterity, reflexes and reactions, coordination, balance, and endurance are enhanced to slightly superhuman levels. She also has razor sharp claws and superhuman martial arts skills.

"I've never met anybody stronger than Ava Ayala. These past few months training her have been a pleasure on my part. Shes amazing, and I've taught her that she doesn't need the amulet to be special. She's focused, driven to protect, to shield. That's why I recommend her for leadership if she's included into the A-Force team. If not, S.H.I.E.L.D. is wasting her potential." - Agent S

"That was the original team name." Coulson tells her as Ava is shocked that Peter thought she was good enough to potentially lead a team. A TEAM! That's a huge honor, especially in S.H.I.E.L.D. She would be the Captain America of them to her Avengers.

"We later changed it to the Next Avengers when we discovered a few male individuals. Can only remember one of them though; Luke Cage. Lives a block away from Katherine." Coulson tells her.

"Why would I need this?" Ava asks him.

"I don't know. _If you're going up against a sinister force, it's best to go in with a team_." Coulson quotes.

"Yeah, Peter made me memorize that." Ava admits. "So, when we find Peter, I ask them for help?" She asks Coulson, not understanding how this will work.

"They trusted Peter. Everyone of them knew he wouldn't let anything happen to them. They are willing to do anything to help him." Coulson tells her and stands up. "Take a look at everything there, memorize their addresses. You might see what Peter saw in them. They can help save Peter, just need to give them a chance."

"One of them can control squirrels." Ava tells him as he walks up to his door.

"Yeah, even Peter admitted it was a long shot with her, but knew she deserves a chance at least." Coulson says and returns to his room to see May has returned with information on the Tahiti project.

It turns out that it was Coulson who was once in charge of the project until he said it needed to be shut down and that's what they were changing within his memory to forget all about the project.


	33. End of the beginning

At the hotel, Coulson and the others are working on finding out where exactly they should be looking to save Peter, and to stop HYDRA.

"This is just about everything we've been dealing with." Coulson says as they look to see he has everything from the Parker's plane crash to Quinn on a whiteboard. "And this...connects them all." He says as he writes _Cybertek_ in the center.

"Cybertek built Deathlok, shipped items to Quinn, who was working for the Clairvoyant, who turned out to be Garret, who killed the Parker's to keep them quiet after they learned about HYDRA, and then planted Ward on our Bus because he wanted to know why I didn't stay dead. I should gotten a second chart for this part."

"No, I get it." Fitz says. "Garret's been developing Centipede serum all this time."

"And he wants GH-325 as its final ingredient. A way to stabilize and regenerate his Centipede soldiers." Simmons adds on.

"And it's why Ward came back for the hard drive." May continues. "It has all the research you had about Coulson and Peter. It's all on there. Not to mention the source of the most powerful bloodstream since Captain America." She says referring to peters blood. If they put his DNA into the Centipede soldiers, they'll become unstoppable.

"But that's not the only thing on there. Skye left them a little surprise." Coulson tells them.

"A Trojan horse. It's been slowly mapping every system they've uploaded it to." Skye tells them.

"So you can wake it up and take over their systems from anywhere." Ava finishes and loves it.

"Except It doesn't work that way. Because I didn't have enough time to build it, so we need to plug into one of their computers to activate it." Skye says showing a flash drive. "And we can't seem to find one."

"I think we have." May tells them. "Garret and Cybertek have been working together for years. If it's on Garret's system, it's on Cybertek's. Which is why we're gonna go into one of their offices."

"We have no authority to do this. We're no longer S.H.I.E.L.D. agents. We're..."

"Vigilantes." Ava states, loving the idea of working with a mask so the world doesn't know who she is.

"I was gonna say, doing this because it's the right thing to do, but yeah. Vigilantes summons us up." Coulson admits. "So, If you're with me, I'm gonna finish what I started. I'll be dammed if I'm gonna let Garret and Ward use my kid, my responsibility, my family as a attack dog." He adds on and everyone is on board with that.

"And I want my plane back." Coulson finishes earning a laugh/scoff from Ava, loving him.

-

As for on the Bus, HYDRA has been draining Agent H dry of his blood but making sure he has enough to stay alive to transform his blood into a super soldier serum like they've always wanted.

They now have what they've been after for years. They now have a unstoppable army, and if they die, they can be brought back to life thanks to GH-325.

-

Coulson got in touch with Cybertek's RD department to get in and are offering to show them one of their Icer's so they have enough time for Skye to place the hard drive into their computers to learn where they're taking the Bus/Peter/where they're working out of.

Trip was even able to get his grandfathers Howling Commando gear so they can have some sort of gadgets.

"Trip was generous enough to offer his grandfathers gear, so we need to be-oh my god, is that a handheld hypno-beam?" Coulson interrupts himself seeing the gadgets Trip brought them.

"One of the original betas." Trip tells Coulson as he looks over the device that looks like a hairdryer. "See how it has the switch on the bottom?"

"The production models moved it to the side. This is amazing." Coulson says, getting excited. "Almost as cool as a...transistorized blast gun. Peter would love to see this."

"Okay, I've been learning a lot about Peter these past few days." Ava states since ever since Peter's been taken over she's learnt things like why he learnt to play the cello, and now where he got the geeky side from. It was Coulson. Should've know from his office on the Bus.

"You two can get a room later, but we have a plane to catch." Skye reminds them.

"Where did they buy this stuff, the back of a comic book?" Ava asks as she looks to see what looks like an old joy buzzer.

"That's not a joy buzzer, that's a-" Trip was explaining when Ava pushes the button and the electric equipment goes crazy or explodes. "E.M.P." He finishes his sentence. "Knocks power out in about a 10-foot radius."

"A lot of vintage S.H.I.E.L.D. spy craft was designed to look innocent in case a spy was caught." Futz says as he's wearing fake glasses. "Like these smokes. They're actually a laser."

"Thanks Trip, this gives us a fighting chance against these bad guys." Coulson tells him.

"And a step closer to saving Peter." Ava adds in.

"Look out, HYDRA. Here we come." May says agreeing.

-

After getting into their building, they learnt they don't use computers a everything is hard files.

But the craziest thing is learning that the Deathlok Project has been around since the '90's and Garret was the first Deathlok.

"Garret started Project Deathlok way back in 1990. Look at this, he was patient zero. He didn't want GH-325 just for his Centipede soldiers. He wants it for himself, he's dying." Coulson says.

"And if along the way, he creates an unstoppable army with Peter's blood, and S.H.I.E.L.D.'s best agent along the way for HYDRA, bonus points." Skye replies.

"How do we know Garret didn't do that to Ward?" Fitz asks. "Maybe he's being programmed."

"When are you gonna stop clinging to the idea Ward's the victim and not the perpetrator?" Simmons asks him.

"When I see something that tells me I shouldn't with my own eyes. We don't know all the facts." Fitz tells her.

"You want facts, Fitz?" Ava asks him. "Ward murders people. Turned Peter into a monster and ordered him to kill me. And if we don't find out how to save him...he could be like this forever. I was weak against him."

"You weren't weak." Coulson tells her. "Peter never imagined you'd face someone like himself. You just weren't prepared. Next time, you will be." He promises when a delivery man comes with pizzas.

"Pizza delivery for Pablo Jimenez?" He asks them and that's Coulson's fake name.

"That's me." Coulson finally realizes and goes to pay for the pizza.

While they're eating, they finally find several locations to check into.

"Trip I.D.'d a number of Cybertek shipments that ping ponged across the globe. Brazil, Cambodia, Syria. But they all seem to end up in Havana." Ava tells them.

"S.H.I.E.L.D. used to have a base there." May says.

"Told you wed find him." Coulson tells her. "We're going to Cuba." He says and pack up ready to head out.

-

During the flight, Coulson calls Ava over to Lola to talk separately.

"These are for if you decide to go after A-Force." Coulson says and takes out several suitcases from Lola's trunk.

"What's all of this?" Ava asks seeing there's at least five different cases.

"Peter said that these were for A-Force and Secret Avengers if they were ever put into action. Password protected. He said that he'd tell the code to the one person that he trusts." Coulson explains to her and goes to talk to everyone else as the plane lands and they start getting their gear.

"Since we had to fly in low, we have to search for our plane on the ground. Fitz, Simmons, you have the maps. Do not engage under any circumstances. If you find the bus, call us and stand down or come here and wait."

"We'll be careful." Simmons promises.

-

They make it to a barber shop where Ward, Garret and Quinn have been spotted entering but they're gone.

"I'm not sure they're gone, something's generating a lot of volts in there." Skye tells them when their phone goes off.

_"Sir, we found the Bus. It's on a airfield outside Abel Santamaria packing up to leave."_ Simmons tells them_._

""We're on our way. How far is that from our location?" Coulson asks.

"Maybe three hours." Ava tells him.

_"And by the looks of it, they'll be long gone by the time you can get there, sir."_ Simmons tells them.

"Get out of there right now. Do not engage. Wait for us back at the jump jet." Coulson says to them and hang up.

"We have to at least try to get over there." May says.

"Or not." Skye interrupts. "We still have this puppy." She says holding the hard drive She planed to use at Cybertek. "If there's a computer system in that barber shop, we don't have to chase them anymore. Plug it in, wake up the Trojan horse, and were off to the races."

"I like that plan." Ava agrees with her.

"It's worth a shot." Trip replies.

"Let's do it." Coulson says and they leave the truck.

-

As for Simmons and Fitz, they planed on sending in one of their drones into the Bus so they can track the Bus when suddenly a blade placed itself against their backs.

"Please don't be who I think it is." Fitz begs and Simmons slowly turns to see Agent H.

"Oh, it's who you think it is." Simmons says, while her voice is breaking.

Agent H brings the new prisoners into the Bus where Ward leads them to Garret.

"Here they are." Ward says.

"This is our plane. We want it back." Fitz tells him, not afraid anymore.

"Really? Just like that, kid?" Garret asks him. "Coulson probably figured out we're using the barbershop. Call Kaminsky, he'll know what to do." He gells one of them.

"Close up the ramp, H, get this bird off the ground. Keep it low in a harrier mode until we're out over the golf." Garret tells H when he senses Fitz has something and grabs his arm.

"What's he got, H?" Ward asks and he pulls out the joy buzzer and quarter. "It's just one of those prank joy buzzers. Nothing to be concerned about." He says.

"You know me. Always kidding around." Fitz says before he pushes the buzzer and sends an EMP pulse out that damages the technology within Garret causing him to go down.

"Looks like the joke's on you." Fitz says as Ward rushes to save him.

"You're dead." Garret warns Fitz.

"No worse than you." Fitz replies. "You don't have to take orders from him anymore, Ward." He tells Ward still believing that he's the good guy.

"H, get them out of here." Ward tells Peter and he drags them off.

"Put down Fitz and Simmons." Garret says as Ward is trying to get the machine back online since the EMP took it all out as well.

"What? No." Ward tells him. "We have plenty of time."

"I'm telling you to cross them off for me. Just do it, or get H to do it." Garret commands him. "I've cheated death plenty of times to survive." He promises.

H starts dragging the two through the labs.

"Peter, I know you can hear us. We're here to help you." Simmons begs knowing they need to get away before he places that blade any closer.

"And that's why we're sorry for this." Fitz adds before grabbing a fire extinguisher and throws it so H tried dodging it and they take it as a chance to run.

As they're running, they lock the doors to they can't be followed when they run into Ward and they run into the med pod and locked them in.

"Open the door, Fitz." Ward tells him.

"Ward, please...I need to understand." Fitz tells him.

"You need to accept the truth, Fitz." Simmons states to him. "He doesn't care about us, or anything."

"I know that you're a good person, Ward." Fitz says, trying to reach through to him. "You can choose right now to be good." He tells Ward.

"I've got my orders." Ward says to him. "Open the door."

"No." Simmons says, knowing he'll just kill them.

"Not a chance." Fitz agrees with her.

"Okay. Have it the hard way." Ward says as he moves over to the controls and he opens the pod doors and Fitz-Simmons start begging him to stop when he releases the pod and they fall from the Bus into the ocean.

-

Back in the barbershop, they enter the underground room and see it's mostly empty.

"Skye, where are the computers?" May asks.

"Working on it." Skye tells her.

"Trip, anything in your granddad's super-kit might help us out?" Ava asks him.

"Always." Trip tells her. "Let me take a look." He says and takes his bag off to look into it.

What he finds is an old handheld x-ray device to see trough the walls.

While scanning the walls, he finds something.

"A secret door?" Coulson asks as they walk up to the wall. "I got this. They're like my thing." He promises and starts feeling up the wall and the wall opens.

"Finally." Skye says seeing the computers.

The lights suddenly go off and they see several Centipede soldiers in the dark.

"Perfect." Ava says as she pulls out two Icer's and aims at them. "I'm here to kick all of your asses and save my friend. And my friend isn't here." She misquotes _They Live_ ready to fight them all of If it means she gets closer to saving Peter.

That's when she realizes there's at least a dozen other Centipede soldiers.

"This could take a while." Ava realizes but is ready for a fight.


	34. Still worth fighting for

Ian Quinn explains to the government that with S.H.I.E.L.D. being gone, and HYDRA rising, they should be the ones paying for their super soldiers he's making and offered to take them to the facility where they're being made.

At that facility, they have one person controlling one Centipede soldier and all of them have eyes on the team.

-

With the team, Trip activates a device he had to give them a bit of light and they can now clearly see half a dozen soldiers.

"So, who do we talk to about getting a haircut?" Coulson asks as a joke.

"You barely have hair, Coulson." Ava reminds him.

"She's got a point, Phil." May says, agreeing with Ava when Trip starts shooting and they all go into battle mode.

While they're fighting, Skye gets into the computer system and gets the horse up and running.

"Time to go." Ava warns them when she pulls out a grenade and they run as the bomb goes off and they get out.

-

As for on the Bus, Ward was given the last of GH-325 to Garret, saving his life, and he seems to be having a few side effects to the drug when he starts to plan to even go above HYDRA and begin an uprising with his Centipede soldiers.

-

Skye was able to give them exactly what they wanted and now they can see whatever they want.

Coulson was able to track the Bus to New Mexico but they're not answering the calls. They start to fear the worse but know they need to get to the plane and stop Garret now they have the upper hand.

"Ava, make sure you have those briefcases by the time we get to New York." Coulson tells her.

"Why are we going to New York?" Trip asks.

"We're going to assemble the only people who can take Peter down. The Avengers." Ava tells them as she goes to take a look at the code Peter put on the briefcases.

"We're just gonna walk up to the Avengers tower like that?" Skye asks.

"Not the Avengers. The Next Avengers." Coulson tells her.

"What is the one mission Agent S failed?"

That is the question imprinted into the suitcases. But as far as Ava is concerned, he never failed a mission.

So what could it possibly be?

And now she's wondering if Peter trusted her enough for her to know it.

Did he not trust her with the one mission to unlock the cases?

Ava thinks back to all of their talks, all their _interrogations_ And is trying to find out what that assignment could be...

And that's when it finally hits her. It's not a S.H.I.E.L.D. mission, it's a personal mission. She knows what that mission is.

She quickly types it in and hopes she's right.

"Gwen Stacy"

As she types it in, the case opens and when she opens it, she finds a piece of material and a note on top of it.

"If you've found this note, it means you're either me or you know enough about me. Not as Agent S, but as Peter Parker. This is for the next generation of heroes. I trust you."

The note reads and Ava looks to see the cases actually have name tags, the one she opened is for X-23.

What she sees is a dark outfit with no sleeves and the neckline makes an X shape and the belt buckle has an X surrounded by yellow and the entire outfit is made out of dark material, also two fingerless gloves that only cover up the palm of your hand.

Opening up the rest of the suitcases, she sees they're all different outfits for different heroes. That's when she suddenly realizes the White Tiger outfit Peter gave her came from the same place these did. These are for the people she's going to get. The Next Avengers.

-

Once they landed in New York, Ava went alone to explain to them what they're needed for and they're all on board to help Peter.

They told their parents (if they had any) they were going to be staying with a friend to help them out with a problem.

She found Laura and Kitty at one of the safe houses Peter put in place if anyone found out about them. They've been there ever since S.H.I.E.L.D. collapsed, and they were concerned when Peter never showed up to help them.

On their way, Ava showed them the outfits that Peter had made for them and they tried them on to see if they fit.

Admittedly, they're a bit...colorful.

Ms. Marvel's outfit was designed to be able to grow and shrink as much as she can and morph into shapes along with her. The design itself was a simple blue shirt with a yellow lightning bolt across it with a blue eye mask for her face and red shorts.

X-23 tried on her outfit and now Ava sees why it was designed the way it is. Laura isn't exactly someone you should mess with with her attitude...and those claws. She has two claws that come out of each of her knuckles and another in her feet! And that also explains why the gloves were designed that way. And apparently she has a metal skeleton made out of Adamantium...Wow.

Luke Cage, Power Man's suit is a bulletproof yellow shirt and dark military pants to match. And a special type of mask that's made of metal and covers his eyes all around his head. His powers being bulletproof skin, enhanced strength, he's gonna come in handy against super soldiers.

Squirrel Girl's suit is almost jungle like and is made out of strong material, while giving her place for her tail to come out. How does she keep her identity with that thing?

Kitty's outfit is a lot similar to X-23's, but it completely covers her body and gloves to match. It's designed to be able to help her walk trough solid objects even easier than she could originally.

Even Ava is finally dawning her White Tiger uniform, ready to bring back Agent S.

"We only get one shot at this, so let's go over the plan one more time to make sure we're clear on exactly what we're doing, Okay?" Coulson tells them. "Trip And I will crest the ridge, use a noise maker to grab a three wheel, maybe something with more fireworks, and open a window for you guys. Crawl in, find the dealer, let the Next Avengers take it from there. He'll get us our Ace in the hole, and the Bob's you uncle. While we're doing that, Power Man will be on guard for any Centipede soldiers and take them down. Ava, Squirrel Girl, and Kitty will search the facility for Agent S, and knock some sense into him."

"You make it sound easy." Trip states.

"Coulson, it's a solid plan you've mapped out, but it hinges on a gamble. A big one." May tells him.

"And back up isn't coming. It'll be just us in there." Coulson reminds them. "We'll be outmanned and outgunned. But Fury always said..a man can achieve anything when he realizes he's a part of something bigger."

"I thought Peter said that." Kitty asks him.

"No, it was Fury." Coulson tells her.

"I told you he was quoting someone." Kamala tells Luke.

"It just means a team of people who share that conviction can change the world." Coulson explains to them. "What do you say? You ready to change the world?" He asks them all.

"No. I'm ready to kick some ass." May tells him.

"Peter would do the same thing for us." Laura says and they all agree.

"Then let's save the world, Next Avengers." Ava tells them as she places the mask on and she's ready to fight.

-

In New Mexico Cybertek's manufacturing facility, Ian Quinn is showing the government their process.

"And finally, welcome to our cybernetics subsection, where we design, manufacture, and with this, install our most advanced system." Quinn tells them showing them a chair with some mechanical arms surrounding it used to place the components onto the super soldiers.

"Ladies and gentlemen, this prototype can replace the severed limb of a soldier in minutes with one ten times stronger, fully networked to the soldier's biometrics and optical targeting system."

"If you want me to open up Uncle Sam's checkbook, I'm gonna need specifics." The general tells him.

"Specifically, I'd like to build dozens of these machines, increase the scale of our surgery wing, crank out 100 soldiers a day." Quinn explains.

"To join our special ops units." General tells him.

"No, to replace them. Navy seals, secret service. We know the world's a dangerous place now. What we're offering you is...security." Quinn explains.

On the road to the facility, Coulson and Trip were able to hijack a vehicle of theirs and able to sneak their team inside the gates.

That team specifically being May, Skye, and the Next Avengers.

Inside, Quinn is trying to calm everyone down when Garret, Deathlok and Agent H enter the room.

"Who the hell is this?" General asks Quinn.

"This is our strategy consultant, John Garret." Quinn quickly lies.

"I want full disclosure right now, or our boys will come in and shut you down." General warns them. "Why do I hear alarms and gunfire?"

"You hear the dying breath of an old world, General, and a new world is coming." Garret tells him. "I've tasted it on my tongue."

"This is your strategy consultant?" General asks Quinn seeing Garret's head isn't screwed in right.

"He's...part time." Quinn lies.

"New strategy. You shut your mouth and give us everything we want." Garret says then kills the General with his strength to prove his power.

Agent H just watches as he starts to hear voices.

"_Peter_..." a ghostly voice calls out, but H feels like he should know who's talking to him. But who?

-

Coulson, Ava, Kitty and Trip keep driving when the Centipede soldiers start attacking and hope the team hurries up.

Inside, Luke punches through the walls so the rest can get in and they all follow in.

"Ladies and gentlemen, this is a bomb." Skye says as she holds up a bag she brought, but in reality, it's filled with Ace's Avengers toys who they're here to get. "And you've seen my friend Agent T here through the eyes of your super soldiers, so you know what she can do. But the one in dark, I would not even look at. She is scary." She states referring to X-23.

"So we have officially taken control of a enemy base in the matter of minutes." Doreen tells them as she walks in with their weapons her squirrels were able to snatch off of them when they weren't looking. "I feel a little proud of myself."

"You're not gonna be able to hijack our soldiers." The dealer tells them. "We've thought through every emergency scenario, including this one." He gells tehm when Laura grabs him by the head and places him against the wall and places her knuckles against her his head.

"Let us guess." Kamala asks of him. "You just switched the soldiers to default directive."

"And how did you know about that?" The dealer asks.

-

Outside, all of the Centipede soldiers stop attacking their truck as they get new orders to protect John Garret and they all leave Coulson and Trip.

"Now they're gonna lead us straight to Peter and Garret." Coulson tells the two enhanced. "Contact special forces, make some noise." He tells Trip. "And if we don't make it, I still want this place to burn."

"I prefer we all make it, sir." Trip admits to him and he agrees. "Now go save your kid." He says as they all run out ready to save him.

-

"The compounds been hit." Ward tells Garret. "Raina and Quinn took off. We need to take action now. What are my orders?"

"That's up to you, son." Garret replies.

"Wake up! Come back to reality, John. What do you need me to do?"

"You've already done it." Garret promises when his phone goes off.

"_Hi, John. Just calling to catch up._" The voice of Skye leaves the phone.

"Skye. You should different on the phone...huskier." Garret tells her.

_"You curious why I'm calling from your soldier control room?"_

"No, I'm not too concerned. You see, if anyone but the assigned handler gives a directive to one of my men, kaboom." Garret tells her.

"_Oh, darn it. Coulson didn't think of that_." Skye says sarcastically.

"Phil's around? Great." Garret says. "We actually have a lot to talk about."

While they're talking Agent H can hear something coming and walks off to see what's happening.

-

Back in the control room, they're gaining control. You know, in a sense.

"Looks like the back entrance to the factory floor is on the south side." Skye tells Coulson.

"_Got it. The three of us are heading there now."_ Coulson tells them.

"I have to constantly keep my knuckles in check to make sure the claws don't just come out whenever they feel like it." Laura tells the dealer as he's still up against the wall.

"I will die before talking, but there's nothing to tell." The dealer tells her. "There's no way of controlling the soldiers unless there's an actual handler at the machine."

"I'm not interested in that." Skye tells him. "I'm more interested in why you're willing to die for HYDRA."

"Don't tell me you're a true believer." Kamala complains.

"HYDRA is the plucky family you never had?" Luke guesses.

"Or are you here because of the incentives program?" Skye asks him.

That program is put in place for hostages to get other people to work for them. Their little interrogation however gets interrupted by Ward approaching them.

"She's not gonna kill you." Ward says.

"You willing to make a bet? I'm pretty sure she will." Doreen states.

"This is the strangest group I've ever seen." Ward admits seeing a musclular kid in a yellow shirt, a girl with a huge bushy tail, and a girl with adamantium claws.

"I feel sorry for you." Luke tells him.

"Yeah, betraying the only people who gave you a chance to be a decent human being." Kamala agrees with him.

"Fitz was a hero because he still wanted to believe you were a good man after everything." Skye says.

"I've learnt things about you, Skye. History. Things you'll want to know." Ward informs them. "You and I aren't that different."

"You're not the evil we were referring to." Doreen explains. "Garret is the evil one."

"Yeah, you're just the weak one doing what you're told." Laura states.

"I hope Garret orders you to walk into traffic." Skye says.

"You won't kill us, you'll take us all out with it." Ward informs her.

"Technically, not." Skye informs him referring to Luke and Laura who would survive. "Besides, I have a weapon much better than a bomb that will absolutely destroy you. Because you took her nephew." She finishes when May comes in and starts beating him through the facility.

"I almost feel sorry for Ward." Luke admits. "Almost." He clarifies, knowing that he deserves all of it.

"Now let's talk about incentives." Skye says and Laura starts dragging the dealer away.

-

Kitty was walking through the facility, trying to find Peter when a wall smashes down and Peter sees her.

"Guys, I've found him!" Kitty says and starts running through the walls to find Ava while Peter starts smashing through the walls to catch up with her.

With Garret, he orders Deathlok to take a walk when Coulson walks up to him.

"Hi, John." Coulson greets him before punching him in the face.

"Hi, Phil." Garret greets as well before sending Coulson flying.

"Well, that's new." Coulson says and starts crawling to his gun when he looks up to see the one person he thought he'd never see again.

Nick Fury.

"Sir?" Coulson asks.

"You don't have to call me _sir_, Coulson." Fury says. "Look at me, I look like I live under a bridge." He states.

"What are you doing here?" Coulson asks him.

"Simmons turned me on to that old times tracker Fitz left on your Bus." Fury explains as they start shooting at the two of them. "I went through great pains to make sure you didn't die the first time."

"Well, nows not probably the best time..." Coulson says while standing back up. "But I'd like to have a lengthy conversation with you about that. It might get loud." He warns Fury.

"And I owe you that, but right now, we owe Garret a punch in the teeth after what he did to Peter and the Parker's, wouldn't you say?" Fury asks. As much as he likes to deny it, he has a soft spot for Peter. He was like a son to a lot of the team. And the Parker's were one of the few people he actually trusted.

That's when he pulls out the Destroyer gun Peter created years ago.

"This packs a pretty good punch." Fury says and Coulson takes it.

"I know what it does." He says and aims if at the HYDRA men and destroys them while Fury shoots at Garret but they don't phase him.

Suddenly they're interrupted when Kitty comes through the walls. "Fury?" She asks seeing him alive.

"Ms. Pryde, What are you doing here?" Fury asks when Peter comes through and Ava is fighting him off.

"Trying to get him free of his mind control." Kitty explains and goes to help Ava.

"Fury." Garret greets the dead man walking. "Well, when was the last time anyone saw a tag-team wrestling match with four dead guys?" He asks since the four of them have died once.

"I only see one dead guy in here." Coulson states.

"The power's all on this side of the room, fellas." Garret informs them. "And once H is done dealing with them, you'll be outmatched."

"His name is Peter Benjamin Parker." Coulson informs him.

"Phil, I'm surprised you'd try and stop me. Of course, I don't blame you, Nick. I stole your best Agent." Garret states to them. "And you haven't even seen the big picture, the Big Bang, the timeless frozen ocean, but Phil here has. We share a bond. We're blood brothers." He informs them.

"You didn't tell me he'd gone this crazy." Fury tells Coulson.

"He's really stepped it up a notch." Coulson admits.

With the team, H pulls out his blades and keeps Kitty back while he tries decapitating Ava.

"Peter, I know you're in there." Ava says as she uses her claws to dodge the attack. "You're stronger than this, Peter."

"Remember, we have to remind him of something powerful enough to break him free." Kitty reminds Ava.

"Okay, give me a hand." Ava asks and Kitty grabs her and drops her through Peter and she sends him flying with a roundhouse kick.

"Your name is Peter Benjamin Parker." Ava starts off and it seems to be doing something as H is shaking his head constantly. "We're your friends." She promises and retracts her claws.

"I'll be waiting." Kitty says and backs away for her to have her chance. Ava then pulls off her mask and asks to Peter.

"Peter, it's me, Ava." She tries to remind him when he gets up and charges at her and she also charges.

-

Across the facility, Skye finds Ace and the dealers wife and let's him go and the team releases the other prisoners.

Now they've got Ace, they can free Mike from their control.

There's still Agent H they have to deal with.

-

"You remember that speech you used to give us, Nick, about his one man can accomplish anything once he realizes he can be something bigger?" Garret asks Fury. "Well, now I am."

"A _part_. A _part_ of something bigger." Fury corrects him.

"Is that how it went?" Garret asks.

"Not a great listener." Coulson comments.

"If you're telling me this while HYDRA path you took was because you misheard my damn one man speech..." Fury says, not believing this.

"I am the key to the future of the universe." Garret tells them. "I'm the origin of all things."

"You got it, right?" Fury asks Coulson, ignoring him.

"Totally. Loud and clear. And so did Peter, he passed it on to the others." Coulson states.

Garret then tells Deathlok to shoot them as the others hold down Peter.

Ava stops herself from skidding across the floor and looks to Peter and knows she can't keep fighting him.

"You know me." Ava tells him.

"No I don't!" H states and swings at her which she dodges.

"Peter...you've known me for the past year." Ava says, tears forming in her eyes. "Your name is Peter Benjamin Parker. Son of Richard and Mary Parker."

"Shut up!" H tells her and punches her in the face.

Ava takes a few steps back and keeps Kitty from intervening and feels he cut her lip.

"I'm not going to fight you." Ava tells him. "You're my family." She states and Peter lunges at her and pushes her to the ground.

"Peter!" Kitty yells, trying to stop him.

"You're my mission." H tells her while tearing his mask off and Ava sees his soulless eyes as he starts beating her face in. "You're...nothing...to...me!" He states and Ava believes he's lying to himself now.

Then he finally stops and H pulls out his blade ready for the final strike.

"Then finish it, Peter." Ava tells him. "Because I'll never abandon you. I made you a promise...I made my _brother_ a promise." She finally says and watches, waiting for the final blow.

H was about to finish her off when he heard the same voice call out again.

"_Peter...it's time to get back up_." The voice says and is followed by clicking of shoes and H looks to see Gwen Stacy standing there. "Hey they're, Spidey. You've been through a lot, I know. But you need to fight back, Peter. This is your body, your power. Prove it to them that you're not a weapon. It's time to fight back." She says and vanishes as life finally returns to Peter's eyes and he looks down to Ava.

"Ava?" Peter finally asks and they see he's broken free of their control.

"Peter?" Ava and Kitty ask when he stands up and faces Garret and Deathlok.

"Well, that's an interesting turn of events." Garret admits, as he didn't see that coming.

"Fury was teaching us something you didn't want to hear, John, 'cause you only think for yourself." Coulson tells him. "That's difference between your side and our side and why we're always gonna win."

"What lesson, Phil?" Garret asks.

While they're talking, a message appears on Mike's sceeen.

"Dad, What are we? What are we? We're a team."

Knowing that Ace is okay, Mike turns and shoots Garret.

As he gets hit, Peter uses his web shooters and yanks himself to Garret and does a quick flip and kicks Garret across the room.

"That was for my parents." Peter informs Garret. He's been waiting to do that to the man who killed his parents for years. Now he has the chance at revenge.

"You can't do this. I order you two to stand down!" Garret tells them and sees a gun across the room but Peter quickly webs it. "You must obey me! You need me to translate the words of creation." He explains to them as they walk towards him.

"I've been waiting to say this for a while now." Peter says before stepping on his hand. "Your voice...it's very irritating." He confesses.

"Phil, stop them!" Garret begs to them.

"They're free to do whatever they want." Coulson states knowing Peter needs to get this out of his system when Mike crushes his head in.

"Think he learned his lesson?" Fury asks.

"He learned something." Coulson says.

-

Later, the group is back together as the government arrives to take them all away.

"Without regular injections, they're just men." Coulson says referring to the Centipede soldiers they injected Peter's blood into. "Once doctors remove their cybernetic eyes, they'll be essentially back to normal."

"Minus an eye, of course." Luke says when a soldier brings Ward up to them and they see the beating that May have him.

"You got a chance to express your feelings?" Coulson asks May.

"Is he still breathing?" May answers his question with a question.

"Guess she kept some of it to herself." Coulson sees.

"He's having trouble speaking. I think I fractured his larynx." May tells them.

"I would've clawed his throat out." Ava admits.

Coulson walks up to Ward ready to say a lot to him. "Your attempt to cross of Fitz-Simmons failed, Peter's now free from your mind control but isn't himself. So I'm going to invent new ways to ruin the rest of your life. And we'll do whatever's necessary to get HYDRA intel from you, but your torture...that's gonna be internal."

"You know, you devoted your entire life to that crazy psycho, who's dead. You've gotta think now, was it worth it?" Ava asks as he's taken away.

-

Mike promises that one day he'll come back to Ace, but only after making amends for his actions during HYDRA.

As for Garret, he's coming back to life and crawls himself into Quinn's machine to replace his limbs and it starts making him a stronger creature than human. Stronger than Agent H. Stronger than the Winter Soldier. The ultimate unstoppable machine.

"There's a reason why they say, cut off the head." Garret states when he gets interrupted by a blast coming from the device they found in Peru disintegrates him.

The device is being healed by Coulson happy to be rid of him.

"That was for the Parker's, and everyone else." Coulson mumbles. "Hey, guys! I found it. Told you it'd be in here." He calls out to everyone else. Like what just happened never occurred.

-

Now on the Bus, Coulson is finally telling Fury how stupid he was about Project Tahiti.

"I think you made your point." Fury tells him.

"Why bring me back in the first place?" Coulson asks. "You could have dropped Peter off with any of the other agents he looks up to. Clearly, I didn't think it was a good idea. I warned you about people loosing their minds."

"Agent May was on top of the situation. She says you're completely fine. Aren't you?" Fury asks. "And Parker has already lost too many family members. I wasn't gonna add another to his list. It was a _break glass in case of emergency_ situation."

"Yes, but that emergency was supposed to be the fall of an Avenger." Coulson states.

"Exactly." Fury replies meaning Coulson _is_ an Avenger in his own way. "I'm glad I did it, too. When you want to build something you need a strong foundation. You know how few people I trust, Coulson."

"You can count them on one hand."

"And I'm not afraid to cut off fingers. The principle S.H.I.E.L.D. was founded on upon was pure. Protection - one word. Sometimes, to protect one man against himself. Other times, to protect earth against an alien invasion from another universe. It's a broad job description." Fury admits. "But the belief that drives us all is the same, whether it's one man or all mankind."

"That they're worth saving."

"That truth lives inside you, Coulson. Before it was torn apart, S.H.I.E.L.D. was a lot of moving parts. Guys like you and Peter were the heart. Now you're the head." Fury says and pulls out a black box and hands it to Coulson.

"What is it?"

"A Toolbox to help you build it back up."

"You want me to start over, rebuild?"

"Take your time and do it right." Fury warns him and starts leaving. "There's no one else I trust with this, besides you and Parker. As for me, I'm trading my birds eye view for two solid feet on the ground. You won't be seeing me for a while, but I'll keep my eyes on you...I have eyes everywhere." He reminds them and leaves.

-

On his way out, he finds the cell is being guarded by the Next Avengers team who are next to be dropped of.

"What's going on here?" Fury asks them.

"Peter wants us staying guard...in case." Luke explains.

"Let me in." Fury tells them and they do as he says and they open the door where he sees Peter has handcuffed himself. "What are you doing in here, Parker?" He asks.

"This place is built to hold criminals like me." Peter reminds him, not daring to look at his uncle.

"You're not a criminal." Fury states.

"Tell that to the side of me that wants me to break your head off!" Peter states and looks to him. "I have a entirely separate personality that wants nothing more than to kill you. I can't control myself! I can't trust myself! For my safety, and everyone's I need to be stopped." He states and drops to the floor and cries.

-

"There's got to be something we can do." May states regarding his condition.

"He doesn't want to be let out unless there's a way to stop Agent H." Fury explains.

"There's got to be some way." Skye says.

"I might have a solution." Ava tells them and they face her. "I know a place. Where he can get help."

"Where is it?" May asks.

"I can't tell you. I need you to trust me. No tracker, no way of locating us. On the way, I'll drop the Next Avengers back off at their homes." Ava explains to them.

"Go." Coulson tells her. "Keep us updated if you can, just get him help." He explains.

"Thank you, sir." Ava says and leaves.

-

Peter, still not trusting himself, asked to be unconscious for the flight. They have him sedated for at least a days worth of flying.

She dropped off the team members and allowed them to keep their suits for an in case of emergencies.

"Dot worry, Peter. I'm bringing you somewhere safe, secure, where I can get you help." Ava promises and shuts down the tracker to bring Peter to her home.

"It's somewhere far from S.H.I.E.L.D. Far from HYDRA. Far from the outside world. It's somewhere safe from the outside world." She tells him as she gets into the pilot seat.

"It's paradise. Some people call it El Dorado, I like to call it as it is...Wakanda."

She then pilots the Quinjet to the hidden city, ready to return home.


	35. Gifts and curses

Peter starts to slowly wake up to see he's laying on a table in an unfamiliar environment and most of his suit is missing. In fact, he's not even wearing his outfit.

Feeling confused, he sits up and looks to see seriously advanced technology that would make Tony Stark jealous.

Peter sees across the room on a table is his Icer. Not wanting to feel helpless, he starts getting off of the table and starts fearing he might've been captured by HYDRA during the flight.

He approaches the table but his senses go off and he turns to see someone is with him.

She was a tall, black hair dark skin working on something that looks dangerous.

Feeling unprotected, he webs the Icer over to him and aims it at the girl.

That's when she suddenly notices he's up and she almost jumps.

"Looks like the white boy is up." Shuri tells herself. "Don't scare me like that, colonizer." She tells Peter.

"I'm only gonna ask this once; where am I?" Peter tells her.

"Ava was right, you are seriously agitated." Shuri says while focusing back on her project, ignoring him and the gun.

"That doesn't answer my question. Trust me, I will shoot if I don't get answers." Peter warns, seriously stressed out.

"Your Icer technology was designed purposely to protect the user, and to send a device that will render the attacked unconscious." Shuri informs him.

"Okay, how on earth do you know that?" Peter asks her.

"I know lots of things about you, Peter Parker." Shuri says.

Peter now starts to fear the worse and cocks his Icer. "There are only a handful of people who know my name. How do you know it?" He asks her.

"Ava told us when she brought you in." Shuri tells him.

"Ava?" Peter asks and looks around the room, completely confused. "Okay, let's get back to my original question; where the hell am I?" He asks her.

"My medical lab, in Wakanda." Shuri tells him.

"Waka-what?" Peter asks, never hearing of it before.

"You've been out for twelve hours." Shuri inform him.

"I was supposed to be under for a whole day." Peter informs her.

"Yes, but you arrived twelve hours ago." Shuri explains.

"Where's Ava?" Peter asks.

"Talking with my parents about allowing you to receive help from us, so might I suggest lowering your Icer." Shuri says and Peter sees he's still holding it.

"Sorry." Peter apologizes and drops the gun onto the table. "I've had a...bad couple of days." He admits.

"Being used as a mindless killing machine isn't exactly what I would call a _bad day_." Shuri replies to him.

Peter laughs at that when his senses go off and he sees two men approaching with Ava who runs to Peter and hugs him.

"I'm glad you're alright." Ava tells him.

"Ava, where am I?" Peter asks, hoping to get some answers.

"I'll let them explain." Ava says and steps out of the way for the two men.

"I'm king T'Chaka. This is my son, Prince T'Challa, And you've already met my daughter, princess Shuri. She's the one who was looking after you. Ava has told us much about you." King T'Chaka tells him.

"Well, I'm Peter Parker as you obviously know." Peter says.

"Welcome to my home." Ava tells him.

"I thought you came from Brazil." Peter replies.

"That's where my father brought me to train me to be the next White Tiger...before he was killed." Ava explains to him. "I just stayed there ever since because I couldn't go home until finding the man who killed him. That's when Fury found me."

Peter then feels the room shake and looks to see several trains bringing something around the caverns. "Those trains, is that magnetic levitation? I've never seen it used this efficiently." Peter says seeing them.

"Ava did mention you're a science nerd." T'Challa says.

"Those Light panels, what do you use them for?" Peter asks.

"Sonic stabilizers." Shuri tells him. "In its raw form, vibranium is too dangerous to be transported at that speed so I developed a way to temporarily deactivate it."

Hearing that send Peter into a sudden shock. "You're saying there's vibranium on those trains?" Peter asks her. "I thought Howard Stark had the last of it in the world." He states starting to get excited looking around the labs.

"Told you, he's a scientist at heart, but has the mind of an Agent." Ava tells them and the royal family chuckle at that.

"Vibranium is found and mass produced here. We are the protectors of it, and we use it allowing us to be more advanced than the outside world. Which is why we have hidden ourselves from the outside world." King T'Chaka explains to Peter.

"Okay, you've been hiding Nerd Heaven from me, and I'm both okay with it because that means you're getting better at secrets, and upset that I didn't see you were keeping a secret." Peter tells Ava.

"I brought you here, because I thought maybe Shuri could find a way of erasing everything that HYDRA placed inside of you." Ava tells him.

-

Peter later finds himself back on the table he first woke up on as Shuri is doing what she can to find what HYDRA planted inside of his mind.

"It was like...I knew what I was doing, but I couldn't stop myself." Peter describes his experience. "My mouth spoke words I wasn't thinking, went places I didn't even know about. Followed orders from people I want to see dead."

"Sounds like a even worse mind control than normal mind control." Shuri says as she uses her Kimoyo beads to scan his frontal lobe for anything helpful.

"It was like I was just along for the ride. Trying to break free of the pain...I remember every person they had me slaughter." Peter says as tears now slide down his face. "Every cry, every shout, every throat I slit...one of the people had a daughter. She was begging me to stop, not to hurt her father. _I_ was begging me to stop." He says and breaks down.

"We'll help you, Peter. We'll do what we can at least." Shuri promises him.

"Thank you, Shuri." Peter tells her while pulling himself together.

-

"There's not much we can do to help him." Shuri tells her family and Ava while Peter was in the other room. "There's too much information placed in his head to just undo, and his mind is constantly changing and we can't just freeze his mind."

"What about cryosleep?" Ava asks, remembering how Fury explained thanks what HYDRA did to turn Bucky Barnes into the Winter Soldier.

Shuri thinks about it for a minute and sees there is potential in the idea.

"If we were to freeze him, it is possible to actually undo the damage so he can never become this...Agent H again, but the memories will still be there." Shuri tells her. "And there's no telling how long he'll have to be under."

"I'll do it." The voice of Peter fills the room and they look to see he's here.

"Peter, you sure about this?" Ava asks him. "You could be under for years."

"I can't trust my own mind, Ava, not until Agent H has no hope of returning. So, until they have a way of permanently getting rid of him, going under is the best thing for everyone." Peter tells her.

"I...I can't let you do this." Ava tells him. "I can't loose you."

"You don't loose me, I know you'll protect me. I can't do that for myself while I'm asleep." Peter tells her.

Ava engulfed him into a hug, just in case things go wrong or they can't save him.

"I'm gonna miss you." Ava tells him.

"I'll miss you, too." Peter tells her.

-

They have a chamber set up for Peter to go under and Ava watches as the top closes and ice fills the chamber until Peter is asleep.

"Thank you for doing this for him." Ava tells king T'Chaka.

"He is a good kid, from what you've told us and what we've seen. He is a victim of his powers he did not ask for." King T'Chaka tells her.

"You know, a small part of HYDRA is still out there...if they learn he's here, they'll come for him." Ava says and caresses the pod Peter is now asleep in.

"They will try." King T'Chaka replies to her. "But if they do, you will be there to protect him." He tells Ava.

"I'll never leave his side." Ava says, making it her oath to watch over her brother. They're not blood related, but blood doesn't mean anything to her, Peter is her family.

And she will do whatever it takes to make sure he stays safe until Shuri finds a way of saving him.

-

Peter's mind.

"Where am I?" Peter asks, looking around. "What's going on?

Peter looks around in the darkness before his senses go off and he looks to see Agent H is standing.

"It's time for one of us to die." H tells Peter.

Peter doesn't understand what's happening but charges to fight his dark side as he does the same.

-

One month later

Ava has been giving Coulson weekly updates on Peter on a sat phone so they can stay hidden just as a precaution. He doesn't know where they are, just what's happening to him.

"He's doing well, he's still asleep. But I assure you when he wakes up, he'll be like his old self again." Ava promise Coulson.

"_That's the best news I've heard so far. We've been dealing with taking down the rest of HYDRA with what we've gotten rebuilt over here so far at the Playground._" Coulson replies to her.

"Can't believe Eric had a twin." Ava states referring to Billy Koenig who was the only person at the Playground when the team first arrived. "How's Fitz?"

"_Fitz is doing well. All things considered._" Coulson assures her.

"Maybe when Peter wakes up, we can help cheer him up a bit." Ava tells him.

"_He could use a picker upper like that_." Coulson says. "_I gotta go. Director business._"

"Yeah, I understand. I'll keep you updated on his condition." Ava promises before hanging up and looks to the team Shuri put together to help erase all of HYDRA's hypnosis from his mind.

-

"The world does nothing but take from us." H tells Peter while he picks up the beaten Peter. "Why fight something as obsolete as HYDRA? They bring order. Balance. They can give this power of ours a purpose."

"These are my powers! HYDRA took my parents, my family. I'm gonna finish avenging them by finishing you!" Peter promises and kicks at him to fight him more.

He's not down yet.

-

Two months since cryosleep

S.H.I.E.L.D. has been going through some trouble as HYDRA is still trying to figure out where they sent Peter as they want their mos powerful asset back.

But since they don't know where he is, they can't get anything out of the agents.

And there seems to be a new player who can teleport anywhere in the world.

-

"You are weak without HYDRA!" H informs Peter and punches him across his mind.

Peter has been fighting this guy for the longest time and it feels like an eternity.

Peter tries climbing back up but he's too bruised.

"You have nothing, You're all alone." H says and pulls out his blade.

"He's not alone!" A voice says and the two look over and see Gwen is here.

-

Three months after

Trip is dead, HYDRA is becoming weaker by the day, but also stronger at the same time. Skye has somehow gained powers while Mack and Bobbie were working with what they call the real S.H.I.E.L.D.

Skye has met her parents and learnt her real name is Daisy and her parents are what are referred to as inhumans.

Coulson has brought the two different S.H.I.E.L.D.'s together so now they've become stronger.

Oh, and Socovia was destroyed by a robot named Ultron that was created by Tony Stark who also created a android named Vision.

And it turns out there are a bunch of people called Inhumans, and they have powers like Peter's and two were Skye's parents. That is until S.H.I.E.L.D. stopped them from turning the world into Inhumans.

And...Coulson lost his hand and Fitz got him a replacement robotic-hand.

-

"Gwen?" Peter asks as H is just as confused.

"Hey, Spidey." Gwen greets while kneeling down next to Peter. "You need to stop this guy."

"I...I can't. He's too strong." Peter admits.

"Pete, He's has your powers. Meaning he has _your_ strength. He thinks he's stronger, you think he's stronger...but that's not true. He has no humanity in him, your humanity is what makes you stronger than him. Now...get up." Gwen tells him.

Peter realizes everything she said is true, and he needs to do just that. No matter how many times he falls, he has to stand back up for what's right.

Peter starts to rise up and looks to H.

"Go kick his ass, Spidey." Gwen tells him.

Peter charges at H with all of his strength and the two of them begin fighting hand in hand as he remembers he's not alone. Not now not ever.

"_Peter_." The voice of Natasha enters his mind as he webs H with his web shooters that suddenly appeared and he kicks H across the room.

"_You're stronger than the rest of us_." Coulson tells him.

"_You're braver than most of us_." Clint echoes through him.

"_You're the future of S.H.I.E.L.D._" Nick states.

"_You will always have us, Tiger._" Michelle's voice enters his mind as he leaps high into the air and punches H in the face, sending him toppling.

"You're right about one thing, H. I've been whatever everyone else wants me to be. I've been fighting with one arm tied behind my back." Peter admits to the now beaten HYDRA Agent. "You are what's been holding me back. I've been holding onto things I can't control. But what happens when I let it go?" He asks and webs H into the air.

"These powers are my gift...my curse...my responsibility." Peter tells H as he slams him into the ground.

"Who...are you?" H asks Peter.

Peter walks to H and looks into his soulless eyes with his hope eyes.

"Peter Parker, Agent of S.H.I.E.L.D." He says before punching H, causing him to completely designated and a flash of white appears and everything goes dark.

-

Peter starts waking up and feels like he's starting to warm up.

He feels...warm?

He's actually feeling something that isn't pain, feeling like it's been forever since he's been frozen but at the same time it feels like he was just put under.

Then suddenly he wakes to see several kids staring at him.

They see he's awake and start running out of the hut Peter now finds himself in and walks out of the hut to see a lake, and Shuri waiting for him.

"Are you playing around with that boy again?" Shuri asks the kids. "You're teasing him again. Don't wake him, he must rest." She tells them when Peter approaches her.

"Good morning, Peter." Shuri greets him. "How are you feeling?"

"Better than I have in years, actually." Peter admits and breaths in the fresh air of the country. He feels like he's at peace, like there's nothing holding him back now. "Thank you."

"Come, much more for you to learn before leaving." Shuri tells him and drags him off. "I wanna see what you can do with our technology."

"Challenge accepted." Peter says and follows her.

-

Peter is now just sitting at an cliffside to search the wonders of this hidden city.

"Thought I'd find you here." Ava calls out from behind.

"This place is incredible. I see why you want to keep it a secret." Peter says as she joins him.

"You think it's time we returned?" Ava asks him.

"What do we do now?" Peter asks her. "S.H.I.E.L.D. needs time to rebuild, and...I can't believe I'm saying this, but I need time away from S.H.I.E.L.D."

"I thought you'd feel that way, that's why Coulson has a bit of a surprise waiting for us." Ava says before standing up. "He's offered us a leave from S.H.I.E.L.D., try being normal kids."

"Where?"

"He said you have a few friends in New York." Ava says and Peter is shocked to hear Coulson is offering them to go where this adventure started.

"It's gonna be a real change of pace." Peter warns her.

"Surviving high school can't be any different from surviving your training." Ava tells him.

"When do we leave?"

"Quinjet is all gasssd up ready to go." Ava says and Peter looks to see she brought herself here on the jet. "And I promised Shuri you'd stay in touch with her."

"Let's see what life has in store for us." Peter says and stands up.

-

Peter and Ava met Coulson at the Playground so they could pack up all their stuff to head to an apartment Coulson has ready for the three of them. He even had Simmons hack into adoption records to make it seem Coulson adopted Ava for the past year.

"I'm gonna miss you." Simmons says while hugging Peter.

"I'm gonna miss you guys as well." Peter says hugging her.

"Promise to stay in touch?" Fitz asks and gives Peter a hug.

"You won't get rid fo me easily." Peter jokes before holding out his Agent S suit. "You mind putting this somewhere?" He asks them and hands it to Fitz. "You never know when Agent S might return...but right now, I need to be Peter Parker."

"Go find yourself, kid." Skye, who is going by her birth name Daisy Johnson recently, says and hugs her friends.

-

"My name is Peter Parker. After 14 years of being the greatest agent of S.H.I.E.L.D., I have done all I can for the organization. I have finally got justice on the people who murdered my parents, and avenged them. Now it is time for me to be someone else. It's time for me to be...something else. It's time for me to stop being what S.H.I.EL.D. wants me to be, it's time for me to be Peter Parker." Peter puts in his final mission log. Not knowing if he will be back or not.

Now they're driving off from the Playground in Lola, ready to start a new life.

Once they got to their apartment, Ava and Peter started setting up their bedrooms as Coulson got them all their basic things and they can get what else they could need before returning to school.

For Peter, he knows he can't just hide his true self, but he still wants to help people. But not for an organization, for the people.

Then he remembers the nickname Gwen always called him.

_Spidey_.

That's when he got the perfect idea.

He went out, got himself a hoodie, gloves, jeans, and a ski mask with a pair of goggles. That, adding his web shooters, now he will no longer be Agent S, humanity's shield. He will be known as the one and only...Spider-Man.

-

Meanwhile, in a old Oscorp laboratory, Norman has restored his Green Goblin gear to perfectly function.

And now, he is building a device that will help him scower the multiverse to build a spider army for him to control.


	36. Choose a side

It's been three months since Peter has decided to become Spider-Man, and he with the help of White Tiger have been cleaning up the streets of New York. Queens is a real change of pace since they're used to the end of the world, but now it's the end of the block they have to be concerned about.

Peter reunited with his friends Ned, Michelle, and introduced them to his stepsister_,_ Ava. He's also kept in touch with his friends at S.H.I.E.L.D. as they're searching for all the new Inhumans that are appearing everywhere.

They also heard about what's happening with the Socovia accords, and nobody they know agree with it. People like him stay in secret for a reason, they don't want to be brought into the spotlight.

But worse that's happened is the death of king T'Chaka that was because of a bomb placed by the Winter Soldier during the Accords signing.

Today, Peter was just getting home from school while Ava was at an afternoon school club.

He walks in and sees Coulson is there. Being the director, he's sometimes home, but most weeks he's at the Playground since it's a days trip there and back.

"Hey, uncle C." Peter greets his uncle while walking through the kitchen.

"Hey, kid, how was school?" Coulson asks him.

"It was okay. But there's this crazy car parked outside..." Peter was saying when he notices the one and only Tony Stark is sitting on the couch across from his uncle.

"Agent S, it's been awhile." Tony greets the kid he met on the Helicarrier when the Avengers were formed.

"Uh, hi...it's actually, Peter." Peter says, not understanding what Tony Stark is doing at his place. "What are you doing here?" He asks.

"I have a bit of a proposal for you. Mind if I had a minute with him?" Tony asks Coulson.

"Why not?" Coulson asks.

Tony and Peter head to Peter's bedroom where he looks at all of his stuff.

"You know, I shouldn't be surprised at his point that it turns out Coulson was alive. Fury loves his secrets." Tony tells Peter.

"Don't have to tell me that." Peter replies.

"Retro tech, huh? You get this from the thrift store? Salvation Army?" Tony asks Peter.

"Garbage, actually." Peter admits.

"The greatest Agent of S.H.I.E.L.D. is a dumpster diver?" Tony asks him.

"Well, I'm not exactly a S.H.I.E.L.D. Agent, you know, anymore. So, if you don't mind me asking, what are you doing here?" Peter finally ask.

"Nah-ah, me first." Tony says while pulling out his phone. "Quick question for the rhetorical variety." He says while pulling up a video of him on patrol taking down a man trying to steal a car.

"That's you, right?" Tony asks.

"What? No."

"Yeah." Tony corrects him while another video plays showing him stoping a car from ramming a bus. "Look at you go. Wow, nice catch. 3,000 pounds, 40 miles an hour. That's not easy. You've got some mad skills than I have you credit for."

Peter sees his identity is compromised, and theirs no denying it. He just doesn't understand why Tony Stark cares about who he is. "Yeah, that's me."

"So, you're the Spider-long. Crime-fighting spider. Spider-Boy?" Tony guesses.

Peter feels a bit upset about the use of his name but knows he's technically a kid. "Spider-Man." Peter tells Stark.

"Not in that onesie, you're not." Tony tells him.

"It's not a onesie." Peter informs Tony as he looks over the suit. "I don't believe this. I was actually having a good day, Stark. Didn't miss my train, found a perfectly good DVD player I could use for some updates, and algebra test, nailed it."

"Who else knows? Anybody?" Tony asks Peter.

"Only about a handful of people. Coulson, my friends at S.H.I.E.L.D., my stepsister. But that's about it." Peter tells him.

"Stepsister, the White Tiger I'm guessing." Tony guesss.

"Yeah, I've been training her ever since the Avengers were formed. We met after you fought Loki."

"You know what I think is really cool? This webbing." Tony says holding a canister of his webbing he developed years ago. "That tensile strength is off the charts. Who manufactured that?"

"I did. It was something I developed years ago in S.H.I.E.L.D. I just thought It'd become useful to help people. Being born with these powers, and my family being a part of S.H.I.E.L.D., I was-"

"Lordy! Can you even see in these?" Tony interrupts while messing with his suit. "I'm blind!"

"Yes, I can see in that." Peter says snatching the suit out of his hands. "I can see in those. Okay? It's just my senses are dialed to 11. I get too much imput so I have to find a way to close off some of it. My suit used to have lenses that helped me focus, but I left that with S.H.I.E.L.D."

"You're in dire need of an upgrade." Tony informs him. "Systemic, top to bottom, hundred point restoration. That's why I'm here." He explains while Peter drops onto his bed.

"Why are you doing this? I gotta know, what's your MO?" Tony asks him.

"Because...I've never had the chance to be anything but what S.H.I.E.L.D. wanted me to be. I loved my time with the organization, saving people, shielding the world from harm. But when it collapsed, and I became a Agent of HYDRA, I knew it was time for a change. Just...learn who I'm supposed to be. I'm just trying to make up for what HYDRA did to me. They used me as a weapon, they hurt people, _I _hurt people. I just wanna help people after everything."

"So you wanna look out for the little guy, you wanna do your part? Make the world a better place, all that, right?" Tony asks him.

"Basically, yeah." Peter tells him.

Tony then stands up and moves over to him. "I'm gonna sit here, so move the leg." He tells Peter and then sits next to him. "You got a passport?"

"Sure, I've been around the world most of my life." Peter tells him.

"You ever been to Germany?" Tony asks.

"Bad memories there." Peter informs him remembering that's where Ian Quinn shot him.

"Well, that's gonna change." Tony promises.

"I can't go to Germany." Peter tells him.

"Why?"

"I've got homework."

"I'm gonna pretend S.H.I.E.L.D.'s best Agent didn't say he had homework."

"No, I'm being serious. I can't just drop everything and leave."

"This is an Avengers problem I need you're help with." Tony explains to Peter.

"I'm trying to keep my head down, what kind of emergency will need me?" Peter asks him.

-

Peter is now in the back of a limousine from Tony with his driver, Happy, while he asked Ava to keep the city safe while he's gone.

"New York. Queens. It's a rough borough but it's home." Peter says, making a video.

"Who you talking to?" Happy ask shim from the driver seat.

"No one. Just making a video of the trip." Peter says.

"You know you can't show it to anyone."

"Yeah, I know. I've been keeping secrets all my life."

"Then why are you narrating in that voice?"

"Because it's fun." Peter explains as he places his glasses on. "So why do they call you Happy?" He asks when he closes the window between them.

-

They make it to the airport where they enter a Stark Industries jet and he takes a seat.

"Is that where you're gonna sit?" Happy asks. "This your first time on a private plane?"

"The last plane I've been on was where I lived for almost over a year." Peter tells him and Happy just moves to another seat.

-

The plane lands in Berlin and Peter keeps recording as they make their way to the hotel.

"Nobody has exactly explained to me what exactly I'm doing here. All I know is that Captain America didn't agree with the new accords, and went crazy." Peter says into his camera like he's on another assignment and giving his mission log an update.

"This is you." Happy says as they reach their rooms. "Suit up."

Peter goes into his room and starts to suit up in his suit he brought when Happy comes in.

"What the hell are you wearing?" Happy asks him

"It's...it's my suit." Peter tells him.

"Where's the case?" Happy asks.

"What case are you talking about?" Peter asks as Happy leads him into a bigger section of his room where there's a case waiting for him.

A minor upgrade

-TS

"What's that mean?" Peter asks when he opens the case and a Stark issued Spider-Man suit appears. "Oh, that's sweat." He admits.

"Put it on." Happy tells him by leaving.

"This is one of the best days of my life." Peter says as he starts getting changed into the outfit.

-

At the airport, Peter is waiting as he sees T'Challa, and his aunt Natasha have also gotten involved into this war when he heard Tony call him.

Peter scrambled and pulled his phone back; he rolled his eyes under his mask at Tony's choice of rally call, "Oh, that's me." He tossed his phone down, "I gotta go. I gotta go."

He pressed his hands on the cart, and shore through the air in a barrel roll; he shot out a string of web, and effortlessly grabbed Steve's shield, while simultaneously webbing his hands together. He flipped, and landed down on one knee a baggage tug, his signature move.

"Nice job, kid!" Tony exclaimed.

Anxiety pressed against Peter's chest for the first time in ever, and he leaned back, "Thanks." He blurted, "Well, I could've stuck the landing a little better. It's just the new suit… " He flapped his hand around, not wanting to sound rude after his dad had gone through the trouble of making a suit when he hadn't needed too, "Well, it's nothing--Mr. Stark. It's-It's perfect. Thank you."

Tony started shaking his head, "Yeah, we don't really need to start a conversation."

"Okay." Peter let out a nervous breath; he darted his eyes over to Steve, who was staring at him in fascination, "Cap…Captain." He stuttered, unsure of himself, "Big fan, I'm Spider-Man."

Tony rolled his eyes, and gestured to Peter, "Yeah, we'll talk about it later. Just…"

Peter waved, "Hey, everyone." He noticed Natasha shaking her head and trying to hold back a smile at his nervousness, since she's never seen him like that over the years in S.H.I.E.L.D.

"…good job," Tony reassured him.

"You've been busy." Steve cut in.

Tony snapped his head to face him, his smile fading instantly, "And you've been a complete idiot!" He scolded, "Dragging in Clint. 'Rescuing' Wanda from a place she doesn't even want to leave, a safe place."

Tony wasn't even mad at Steve, not directly. He was mad at the situation. At the time limit. At Steve's stubbornness.

As for Peter, this is the first he's heard of his uncle Clint since he was told he retired after Ultron. And if he's supposed to fight him, this isn't going to go well. Clint is his family, and he doesn't want to fight his family. That wasn't why he was hereof the agreement.

"I'm trying to keep..." Tony blurted, "I'm trying to keep you from tearing the Avengers apart."

Steve sighed, "You did that when you signed."

"Alright, we're done." Tony muttered, "You're gonna turn Barnes over, you're gonna come with us. Now!" He cried, "Because it's us!"

Peter darted his eyes over to Natasha, who had her eyes locked onto him. He knew she had no idea he was looking at her, not in his mask, but he relaxed knowing that she was checking in on him.

"Or a squad of J-SOC guy with no compunction about being impolite!" Tony hesitated and shook his head, "Come on."

Steve looked directly at Tony but didn't say a word. Instead, he held up his arms, an arrow shot through the air and tore through the webbing, freeing Steve's arms, "Alright, Lang."

The hairs on Peter's arm and the back of his neck stood on end; he looked at the shield, "Hey, guys, something…"

There was a flash of light, and a figure, seemingly appearing from nowhere flipped up, grabbing the shield, and clocking Peter in the jaw, knocking him down onto his back.

"Whoa!" Rhodey exclaimed, "What-What the hell was that?"

Peter rolled up and jumped back onto his feet; the figure was dressed head-to-toe in a red and grey outfit, his face was covered, "I believe this is yours, Captain America." He said, handing Steve back his shield.

"Who's this guy?" Peter asks himself seeing Ant-Man, feeling like he missed some things during his time in cryosleep.

"Oh, great." Tony complained, "Alright, there's two on the parking deck. One of them's Maximoff; I'm gonna grab her." He took off into the air, "Rhodey, you want to take Cap?"

"Got two in the terminal, Wilson and Barnes," Rhodey added.

"Barnes is mine!" T'Challa exclaimed charging away and Peter has never seen T'Challa this angry.

Peter brought his shaking hand to his earpiece, "Stark, what should I do?" He asks, since he wasn't exactly told what he's here for.

"What we discussed." Tony told him, "Keep your distance. Web 'em up!"

"Okay, copy that!" Peter shot out two strings of webbing and pulled himself up towards the terminal tunnel; he quickly noticed that T'Challa was busy taking on Steve. Meaning Bucky and Sam were still on the loose, "I got this; I got this." He tells himself.

This his first real interaction with the Avengers ever since they first became a team. He's seriously failing on trying to keep his head down, but that seems like an inevitable thing for him.

He landed on the glass windows and crawled across, he attached himself on a beam, and swung around, smashing the window on impact.

In the same swing, he was able to knock Sam down onto the floor. He turned around, and once again, caught Bucky's fist before it was able to hit him.

Peter pushed his fist away, "You have a metal arm? That is awesome, dude!" He states when Sam locked his arms around Peter and pulled him up as he took to the air.

Peter scrambled his arms free and tried to shake free, "You have the right to remain silent!" Peter yelled, he's been getting more quip-y ever since he left S.H.I.E.L.D., and he quickly shot out a web and freed himself from Sam's grasp.

He swung around the support beams avoiding Sam's hits. He landed on an airport directional sign, but it couldn't support his weight, and it snapped, he flung himself forward, Sam went out another round of fire, and Peter narrowly missed it, he landed down on a beam.

His sixth sense kicked in again, "Oh God!" He says as Bucky throws a sign directly towards him and Peter caught it with ease, "Hey buddy, I think you lost this!" He tossed it back.

He didn't have a chance to see the aftermath, as Sam kicked him down.

Peter caught himself and fired a web on Sam's back, locking his wings. The man crashed down into a small cell phone stand; he rolled over the ground.

Peter just never imagined his first team up would include fighting against the team he once helped put together. That life feels like an eternity from now. Before S.H.I.E.L.D. fell, Coulson went to Tahiti, meeting Ava. But to be fair, Ava was the only good thing from the recent years.

He didn't want to admit it, but it was a relief that his first combat was against Sam and Bucky. He didn't know Bucky at all, and he didn't know Sam; he found it easier to fight against them.

Easier than it would be against Natasha, or Clint, who he had known since he was young. And he had no doubt he would loose a fight against those two.

He shot out two webs and trapped Sam's wrists against a glass railing. He landed on the side on an information stand, "Those wings carbon fiber?" He asked, curious.

"Is this stuff coming out of you?" Sam asks him.

"That would explain the rigidity-flexibility ratio," Peter started, ignoring him, "Which, gotta say, that's awesome, man."

"I don't know if you've been a fight before, but there's usually not this much talking." Sam scolded.

"Alright, sorry," Peter chuckled, "I'm just very talkative lately." He swung down, Bucky leapt forward, which actually worked in Peter's favour as he was able to kick them down to the floor below. He webbed up Sam's arms, and Bucky's wrist, keeping them pinned down on the floor.

They both looked up at him; their expressions were unreadable. He couldn't tell if they were confused, or embarrassed that they had been taken down by a kid, "Wow, guys, I'd love to keep this up" He told them, "Like, I wish this was under different circumstances, and I'm on your guys' side on the accords, but it's become an _every man for himself _for people like us recently-" he was saying when a small drone connected to Peter's wrist and pulled him away to the side.

"What?" He smashed through the window, his head hit the beam, and the drone dropped him as soon as he was outside, "Wwahhhh!"

He shot out a web and caught himself before he hit the floor. He put his feet flat against the ground and took a second to catch his breath. He brought his hand to his head.

"Not cool, totally, not cool!" Peter tells himself and getting back up.

-

Peter took a moment to catch his breath before making his way back to the centre of the airport, which by the look of the damage, had become ground zero for their fight.

He didn't want to help break up the Avengers, but can't find any way out of this.

If 'Team Cap' were that far gone, and couldn't admit defeat and listen to what Tony had to say, then it was too late, and this was a fight. And no matter where they all ended up. They had all lost already.

Peter heard the sound of an energy burst, followed by the trembling of the ground as his power cut through the concrete. "Captain Rogers!" The voice of Vision echoed who Peter has never met before now, "I know you believe what you're doing is right. But for the collective good, you must surrender now."

Peter webbed up the side of a plane and flung himself over; he landed down next to Rhodey. Vision flew down, stopping by his side. Natasha, Tony and T'Challa were on his right.

Everything felt wrong, and Peter couldn't shake the feeling. He doesn't want to do this. He was there when the team was first formed, but now he's here to watch them tear each other apart.

His heart dropped as they started moving forward, ready and prepared for a fight.

"This is gonna end well," Natasha commented.

Before he knew it, he was moving forward. Slow at first, but he started to speed up when they did.

Peter looked over to the others, "They're not stopping!"

"Neither are we," Tony said, his voice small and defeated.

Peter charged forward, his powers giving him the advance of taking over his team and getting to the front line first. He was up against Wanda, another new character he was yet to meet, but he knew her powers well. She did not know his. He darted a hit and leapt into the air.

She started using her powers to hurdle cars and luggage tugs towards them, trying to knock him off kilter. He used this to his advantage and hopped over them while attempting to web up her arms.

"Whoa!" He kicked off a car and propelled himself up onto a boarding tunnel. He held up his arm in defensive positions, and looked down to Wanda.

He leaned against a wall, trying to gather his strength back.

That's when T'Challa started being held back by Wanda; he could handle that; all he had to do was web up T'Challa and pull him away.

He leapt up and swung down. His senses were behind his mind, and he didn't notice Cap's shield until it sliced through his webbing and knocked him off course. He was fast enough to catch him in a crouched position.

He watched as the shield flew back to Steve and locked onto his arm, "I've wanted to say this for years; but that thing does not obey the laws of physics at all." He teased gesturing to the shield.

"Look, kid." Steve said, his tone had a patronising undertone that didn't sit right with Peter, "There's a lot going on here that you don't understand."

Peter rolled his eyes under his mask "I knew you'd say that. Everyone says that about me." He's been told that most of his life. That's why S.H.I.E.L.D. made him the Agent S identity. That way they would never know who was underneath the mask and they'd take him seriously.

He held out his right arm and sent out a line of webbing towards Steve; he blocked the attack with his shield. Peter groaned, and turned to send out another string of web from his left arm, this time he struck Steve's foot.

He pulled with all his strength, Steve face-planted onto the ground, obviously not expecting a fight with such force.

Peter used his surprise against him. He pulled on his webbing and jolted himself forward towards Steve, he kicked him in the jaw and sent the super soldier flying back into a luggage tug.

He cartwheeled away as he heard the shield roll across the ground, "I read your files, I knew to go for your legs!" He exclaimed.

Steve didn't respond. Instead, he jumped onto his feet heading for his shield. Peter leapt to his feet, and fired a web catching one of Steve's wrists, he quickly manoeuvred himself over and webbed up his other hand.

He pulled back, trying to keep Steve away from the shield at all costs.

Steve unexpectedly turned around and pulled back on the webs; he twirled in the air, his movement sent Peter flying, and also weakened the webbing, it snapped away.

Peter screamed as he shored through the air, but he quickly caught himself down on one knee, "Not cool." He muttered frustratedly under his breath, "So not cool."

He turned back, ready for a fight this time, and webbed up the shield again.

This time, Steve was one step ahead of him. Steve wrapped a hand around the webbing and yanked it, dragging Peter forward.

Peter knew exactly what was going to happen before it did. He attempted to prepare himself mentally, but he knew it would not work.

Steve swung the shield and hit Peter square in the face. Peter cried out, and he fell flat on his back, he quickly scrambled onto his feet and crawled away.

Peter didn't feel up to fighting against Steve anymore, especially with the ringing in his ears. He swung himself up onto the safety of the boarding tunnel, giving himself space to think of his next move.

"Those files you read tell you anything else?" Steve called up.

"That you're wrong," Peter told him. "You think you're right. Except I agree with your cause, but I can't let you go." He says before swinging down and shot out another web. His focus was off though; he knew it would be. Fighting Sam and Bucky was one thing, fighting Steve was a new level because it just felt off.

I mean, he's his uncles favorite Avenger...which is quite sad when an adult has a favorite superhero is literally straight from the '80's.

Steve jumped up and kicked Peter in the stomach. Peter's back hit against the boarding tunnel supports, and he collapsed down onto the ground.

He winced as he tried to crawl away, "then I'm sorry for this." Steve apologize as Peter watched as he threw his shield, hitting the support beam.

He leapt to his feet and caught the boarding tunnel before it had the chance to hurt him.

"You got heart, kid." Steve complimented, "Where are you from?" He asks

Peter thought for a second, and decided to answer with the city he lives in, "Queens." He answers.

A mischievous grin grew on Steve's face, "Brooklyn." And with that, he charged away, leaving Peter behind supporting an airport boarding tunnel.

"Okay." Peter says, he lunged forward and barreled rolled away as the tunnel collapsed down onto the ground.

"Hey, hey!" Natasha's soft voice came from above him; she held out her hand, "You okay?"

"I'm good." He gripped onto her hand and let her pull him up into a sitting position, "I'm fine, Nat. Um, go. You need to stop them."

She let out a hesitant breath before backing away, "Stay safe!"

"Always." Peter says before swinging off.

-

Peter couldn't work out how long it had been since Natasha had come to check on him. He knew this wasn't his fight, but his family was in it, making it his fight.

There was a symphony of battle noises playing around him, joined with the occasional flashes of light from the Iron Man and War Machine armours. Everyone was up against something, apart from him. He was crouched down, waiting for his next adrenaline rush to kick in.

It kickstarted when the man from before, the one who had been able to kick Peter off balance and take Cap's shield back, appeared once more, out of nowhere.

This time, he wasn't tiny, or regular-sized, he was almost sixty-feet tall; he towered over the airport while gripping tightly onto Rhodey's leg, keeping him from taking off.

Peter turned around and brought his hands to his head, "Holy shit!"

"Okay, tiny dude is big now." Rhodey's voice crackled through his earpiece, "He's big now."

"Give me back my Rhodey." Tony threatened, he couldn't tell if he was intentionally trying to be funny, but if he wasn't, Peter couldn't hold back a slight chuckle.

Giant-Man as Peter had now elected to call him, swung Rhodey around like a ragdoll, and let go. The speed he was tossed at meant he didn't have time to save himself. Peter could only imagine the confusion of being spun at hundreds of miles per hour while trapped inside a metal suit.

He charged up a ramp, his eyes locked solely on War Machine, "I got him!" He jumped off and attached a line of web to the back of Rhodey's suit.

He knew he needed to slow him down, or Rhodey was going to crash into the stationary plane and take Peter with him.

He crashed his feet through the window of a truck, he was unexpected some pain due to the fact he smashed the glass with his feet, but there was nothing. He knew fully well that when building the suit, Tony would have thought of every possibility, including broken glass.

Peter dragged his heels back and was able to stop himself from being pulled forward. Rhodey activated his thrusters and turned back towards the fight.

"Awesome!" Peter exclaimed.

"Hey Spider-dude, stick with me." Rhodey called down, "I've got a plan."

"On it!" Peter attached himself to Rhodey's back and relied on him to safely fly him across the battleground.

"Okay, anybody on our side hiding any shocking and fantastic abilities they'd like to disclose." Tony said, "I'm open to suggestion."

"Alright, Spidey!" Rhodey shouted. Peter snickered under his breath. "On my signal."

"Alright!" Rhodey flew up higher, above the action, guiding Peter along with him, "Wait, wait, what's the signal?"

"You'll see!" Rhodey echoed back, Peter groaned as Rhodey shored down towards Giant-Man, he sent out multiple mini-missiles from his suit, which collided against the giant's neck but didn't do any real damage to him, or the suit. It was just a distraction.

Peter sent out a web and attached himself to the giant's left arm, he pulled free of Rhodey's grasp and wrapped himself the oversized arm.

He flung himself up, and kicked Giant-Man in the jaw; the man groaned out in anguish.

He looped himself around and attached himself to the giant's back. He slowly started to climb up as the rest of the team had their go at trying to take him down.

He waited until it seemed his team were all occupied with their own troubles before crawling up over the man's head, down across his eyes, distracting him from noticing Vision, who was hovering just below Peter.

"Get off!" Scott shouted, pushing Peter down.

Peter caught himself on the side of the plane and took a second to realise how ridiculous this entire fight seemed. They were battling a Giant in the middle of an airport in Germany. Feels like something he would be doing in S.H.I.E.L.D.

He watched from afar as Vision flew through Scott's chest, "Something just flew in me!" He screamed, paralysed in fear.

Peter narrowed his eyes, noticing Steve charging away with Barnes towards the hanger, where the Quinjet was. He thought about helping Vision but was distracted when Giant-Man swung his arm and knocked him off his feet.

A thought crossed his mind, and he turned his head to look at Giant-Man. He stared at him for a few seconds, making up a plan in his head as fast as he could.

He had been looking at this situation too much like a superhero. Instead, he started to look at it differently — the perspective of a kid who lived with an uncle who had him sit through every _Star Wars_ movie. The _Clone Wars _was something he just started getting into since he never had any real time within S.H.I.E.L.D.

He scrambled up onto his feet and charged across the side of the plane, avoiding Giant-Man's hand. "Hey, guys!" He exclaimed, "You ever see that really old movie, _Empire Strikes Back_?"

"Jesus, Tony, how old is this guy?" Rhodey commented.

"I don't know; I didn't carbon-date him." Tony said, still attempting to cover up Peter's true identity, "He's on the young side."

Peter attached his webbing to the Giant-Man's chest and flung himself up, "You know that part where they're on the snow planet..." He started to wrap the webbing around the figure's oversized legs, locking his legs together, "With the At-At's!?"

Pronounce it anyway you choose, Peter and Coulson had that argument years ago.

"Maybe the kid's on to something," Tony said.

"High now, Tony. Go high." Rhodey added.

Peter watched as both of them, in perfect unison, flew up into the air, and punched Giant-Man in the face. That was enough, and the man started falling back into the plane behind them.

Peter laughed, overjoyed, he held up a thumb, "Yes!" He celebrated, "That was awesome!"

Peter's senses didn't have enough time to warn him, as one of the Giant's Man hands hit him in the back, he screamed as he toppled down. He hit the ground at full force and rolled a few times before stopping.

"Ow." He groaned, moving over to his side. He pulled up his mask, and took in a weak breath which burnt his lungs, "Not cool, not cool." He closed his eyes tightly as the sun beaming down, overwhelmed him.

The hairs on his arms stood on end when a shadow cast over him blocking out the sunlight, "Kid, you alright?"

He couldn't make out the voice in his dazed manner, so he fought. He turned and punched out his arms at his potential attacker, "Hey! Get off me!" He quickly realised it was Natasha, but he couldn't get his reflexes to stop fighting back.

Tony also flew down, when Natasha grabbed Peter's arms and held them up, "Same side!" She exclaimed, "Guess who. Hi."

Peter relaxed, and dropped his arms seeing it's his aunt, "Oh." He closed his eyes for a couple of seconds, "Hey."

"I got you, kid." Natasha promises.

Peter dropped his jaw, trying to get the feeling back on the left side of his face, "That was scary." He admitted.

"Yeah. You're done." Tony told him, Peter kept blinking trying to adjust to the apparent concussion he had, "Alright?"

"What?" He asked, Tony's words finally catching up with him.

"You did a good job." Tony praised, "Stay down."

Peter tried to push against Tony's grip, "No, I'm good. I'm fine." He couldn't stop now, not when he knew the fight was far from over.

"Stay down." Tony pleaded.

"No, it's good I gotta get him back!" Peter yelped.

"Stand down, or I'll tell your family!" Tony threatened he charged away from his side. "You're done!" He took off into the sky.

"Wait. Mr. Stark, wait!" Peter cried; he sat up and tried to follow. He collapsed down onto his back, "I'm not done, I'm not…" He pulled his mask over his face and laid his head against the ground, "Okay, I'm done. I'm done." He admits before collapsing and Natasha just stays with him.

"It's okay, I'm here." Natasha tells him. Last she saw him, he was on a bed close to death. Now he's mainly cut ties with S.H.I.E.L.D. and has turned himself into his own hero.

But Peter does seriously miss S.H.I.E.L.D. when it comes to fighting.


	37. The hunter and hunted

The only good thing that has transpired with Peter being caught in the Avengers fight was be was able to get Clint out of the Raft, a Super-max prison, and get him under house arrest.

Clint loves his family, and only thought of them and that's why he got involved in the war. So he was granted two years under house arrest instead of life in the Raft.

Peter couldn't do anything that could help the others out of the Raft, except Scott. He is still a kid after all.

Now he's on his way back home being escorted by Tony.

"What are you doing, a video diary?" Tony asks seeing his camera. "It's alright."

"More of a mission log." Peter tells him.

"Thought you were done with S.H.I.E.L.D." Tony recalls.

"Can't exactly erase the hundreds of missions." Peter explains.

"You know, maybe we should make an alibi video for your school anyway." Tony says. "We rolling? Get in the frame." He tells Peter.

Peter decides to go with it and holds his phone out so both of them are in frame.

"Hey, Coulson. How ya doing? You living well?" Tony asks, making a joke since he's not over the whole _Coulson is alive_ thing that he learned when he found Spider-Man's identity. "Okay, you could edit that out. Let's start over."

"Oh, come on!" Happy exclaims angry at the drivers. "It's a freaking merge."

"This is because you're not on Queens Boulevard." Tony tells him. "See, Happy is hoping to get bumped up to assist management. He was forehead of security, before that he was a driver."

"That was a private conversation. I don't like joking about this. It was hard to talk about that." Happy tells Tony.

"No, seriously, was he snoring the whole trip?" Tony asks Peter.

"Here we are. End of the line." Happy says as the car stops and Peter sees he's home.

"Happy, can you give us a minute? Grab Peter's case out of the trunk." Tony tells Happy and that's something Peter didn't expect.

"Wait, I get to keep the suit?" Peter asks him, surprised by this.

"Yes, we were just talking about it." Tony says while placing his sunglasses on. "Look, I get you're an ex-S.H.I.E.L.D. Agent and you more than likely know what you're doing out there, but please don't do anything I would do. And don't do anything I would do. There's a gray area and that's where you operate." He explains.

"Yeah, keep my head down, but not too low, and not too high." Peter says since he's used to that area. Pick fights you know you can beat, don't pick fights you know you can't win. He lives in that area, literally.

"This it?" Happy asks from outside while holding the case.

"Seventh floor." Tony tells him.

"You know what. I'll take it up, you don't have to." Peter tells Happy.

"You'll take it? Thank you." Happy says and puts the case down.

"Well, I guess I'll see you around." Peter tells Tony.

"Yeah, you'll see me around." Tony promises before leaning across him and Peter has no idea what's happening and thinks it's a hug. "That's not a hug. I'm just grabbing the door for you." He explains to Peter while opening the door.

Peter then exits the vehicle. "We're not there yet. Good luck out there." Tony says and then they drive off.

"Strangest few days, and that's saying something." Peter mumbles to himself before heading inside.

-

Peter makes it to his apartment and unlocks the door to see all the lights off except for one in the living room.

"Coulson, Ava, it's me." Peter calls out for them.

"Hey, kid, how was it?" Coulson asks.

"Strange. And that's saying something." Peter repeats himself as he drops the suit-case by the door. "How's everything at S.H.I.E.L.D.?"

"Things are going well. Right now, we're helping finish clean up the criminals that escaped from the Fridge." Coulson informs him.

"Anything on Norman?"

"Nothing except he's been stealing some technology from multiple tech companies."

"Where's Ava?" Peter asks looking to see she's not here.

"Actually, that's something we ended to talk about." Coulson tell him and now Peter's worried. "She's been acting...strange. Not like herself."

"I'll talk to her, where is she?" Peter asks.

"Out on patrol." Coulson tells him.

"Sweet. Gives me a chance to try out my new threads on the streets." Peter says and goes to the suitcase and puts on his new Spider-Man suit and leaps out the window to catch up with Ava.

"Of course Stark would make him a personalized suit." Coulson comments on the suit and should've guessed Stark would be done that.

-

Peter starts swinging through the areas he and Ava usually cover at night.

"Tiger, you out there?" Peter calls into their com link and gets nothing back when his senses go off and something comes crashing down behind him. He quickly gets ready to fight whoever it is when he suddenly sees its Ava.

But...something is definitely wrong with her. Her hair that's usually combed out of her mask is a complete mess, and her amulet is glowing bright green.

"Okay, that's new." Peter comments before walking towards Ava. "Hey, Ava, what's up with your hair?" He asks her but only gets a growl from Ava before running off.

"What's gotten into her?" Peter asks and now sees why Coulson is worried about her and quickly chases after her. As Ava leaps up a building side, Peter webs her foot and yanks her to the ground and wraps her around a streetlight.

"Okay, I don't know if I missed something, but I was gone for a day. Snap out of it." Peter tells her when she suddenly does snap out of it.

"Peter? When'd you get back? And why am I upside down?" Ava asks Peter.

"Just got back." Peter tells her and let's her off the web. "Wanna explain what just happened?" He asks her.

"I..I don't remember. I remember going on our normal patrol route when I suddenly started hearing drums. Afterwards, I don't remember much."

"Drums? I didn't hear anything." Peter tells her.

"And what's with the new suit?" Ava asks him.

"Oh, it's a gift from Stark." Peter tells her.

"Let's just get home before Coulson gets worried." Ava says and she starts making her way home.

-

What neither of them knew, someone already discovered the trial they constantly take.

Kraven the Hunter; murderer of Hector Ayala, the first White Tiger. And he's on their tail.

Or at least, _hers_.

-

The next morning, Peter describes what he saw the other night with Ava to Coulson/

"I am pretty sure she was literally growling. Like an actual tiger." Peter explains.

"That _is_ strange, especially for her." Coulson agrees with him when Ava enters the room and they watch as she hasn't done anything with her hair as it looks like she just woke up. That, and she looks like she just died. Her eyes were baggy like she hasn't been sleeping as she walks up to the fridge.

That's when she took their carton of milk and drinks it whole before throwing it away.

"We're out of milk." Ava tells them and leaves the room leaving the two of them shocked.

"That just happened, right?" Peter asks Coulson.

"That just happened." Coulson assures him. "Keep an eye on her, I'll try to contact Fury." He tells Peter.

"On it." Peter says and rushes after Ava.

-

Ava has already left back in to the city wearing her White Tiger suit and is going seriously native. Stalking civilians, turning more and more like a tiger.

Peter just keeps his distance knowing she does attacking up close than at a distance.

"Tiger, somethings wrong with you. You haven't been acting like yourself recently since I've gotten back." Peter tells her

"Yeah? What if I told you this is who I really am?" Ava asks him while pulling out her claws and stalking him. "What if I told you I'm done being the perfect agent just like you?"

"Because I'm at least acting human. I'm just worried this whole normal life isn't working out for you." Peter tells her.

"You won't understand what's going on, so leave me alone." Ava warns him before running off.

"I hope you have answers, uncle C." Peter says and runs off to find some answers.

But what Ava doesn't know, it's that she's running into Kraven's trap.

-

"_Heard you're finally having trouble with your protege_." Fury says from the computers.

"Yeah, she's been acting strange ever since I got back from Berlin." Peter tells him.

"_Yeah, Nice work trashing the airport by the way._" Fury replies.

"That wasn't me...you know, alone." Peter replies. "Back to the topic at hand, Ava." He goes back to the bad news.

"_We've been worried about this being a possibility since we recruited her into S.H.I.E.L.D._" Fury admits.

"Ava's power comes from the White Tiger amulet as you obviously know. And none of us know exactly how it works. And even she's only scratched the surface." Coulson says and pulls up the file they made on the amulet alone.

"_Ava works constantly to keep her Tiger side in check. That's why I thought you would be the perfect agent to train her to be disciplined._" Fury explains to Peter.

"Just like her father, the last White Tiger, and his father before him." Coulson finishes and pulls up Ava's family flies.

"Her father was killed by a hunter, wasn't he?" Peter asks, remembering Ava mentioning her father's death in Wakanda.

"_If Ava has gone feral, you need to get her back to normal, and fast._" Fury warns him.

"I'm on it Director...Directors?" Peter was saying but remembers Fury is no longer Director and Coulson is.

-

Peter takes for the streets and pulls out the tracer that they placed on each other's suit so they could track each other if they were to be kidnapped.

"Central Park?" Peter asks, seeing where her tracker places her. "This cant be good." He mumbles before following the tracker.

As the sun sets, Peter makes it to where the tracker is leading him but can't see Tiger.

"Ava?" Peter whispers trying to find her when his senses alert him just in time to dodge an attack from Ava.

"You don't belong here!" Ava tells him.

"Ava, I don't know what's gotten into you, but whatever it is, we are both involved. Like it or not." Peter informs her.

"Stay out of it, Peter." Ava warns him before disappearing into the park.

"She's seriously loosing it." Peter says and chases after her when his senses warn she's about to walk into a trap.

"Tiger, down!" Peter warns and yanks her out of the way before several darts could hit her.

"At least one member of your pack has the survival instinct, unlike yourself." A deep accented voice says and Peter looks to see someone new. They see a tattooed behemoth of a man stepped out from behind the tree, clothed in teeth and skins and weaponry. "Drawn to the call of the wild like a moth to the flame."

"Kraven!" Ava calls out in anger.

"You know each other?" Peter asks getting back up.

"I have not come to hunt you, Spider." Kraven informs Peter.

"You go after my friends, you go after me." Peter replies to him, ready to fight this guy.

"You hunted my father down, like he was an animal. Now I'm gonna finish you!" Ava states to Kraven.

"Wait, this is the guy who killed your father?" Peter asks her. "I don't know why, I expected someone more...muscular." He admits.

Kraven throws blades in their direction and they both dodge it and Ava goes in to fight Kraven.

"You have resisted the song of the Savannah drums longer than either of the White Tiger's before you." Kraven admits as he pulls out a sphere to fight them. "But otherwise, I'm not impressed."

"That sounds like a challenge," Peter says as he swings in and shoots several webs at Kraven, "and I accept."

Kraven works fast and uses his sphere to dodge or block the webs.

"You know, I figured out who you remind me of!" Peter says as he cast out another web, this time aiming for one of Kraven's hands, but once more the sphere made a lightning fast appearance and cleaved through the sticky-tensile material.

Then the hunter was back, spear in one hand and a knife in the other. The different sized weapons should have been awkward and clunky, but Kraven handled them expertly.

The spear attacked Peter at a distance, while the knife swiped at him whenever the boy attempted to get within his reach.

"Did you ever see that show _Danny Phantom_?" Peter asks him.

Any attempt to web the man was met with the cool silver blades cutting through the webbing. The firm material didn't cut easily, but Kraven was practiced with slicing through bone, tusk, and horn and so he managed it.

"There was that one guy, Stalker or Sulker or something, had this whole 'Ghost Zone's greatest hunter bit'." Peter tells Kraven.

In one move Peter attempted to web both weapons at once, but with his hands occupied he was left open for the punishing kick Kraven leveled at his chest. The villain had cut through the webbing by the time Spider-Man got to his feet.

"Of course he never actually caught anything, always trying to go against the hero and all." Peter admits.

Kraven was strong. Not as strong as Deathlok.

"Wow, that was almost creepy, it's almost like they were predicting some sorta future you."

He was fast. Not as fast as Natasha.

"Oh, wait, not that I was threatening to turn you into a ghost or anything."

He was deliberate. Not as deliberate as Clint.

"Wow that analogy really went off the walls, huh?"

And he was disciplined. Not as disciplined as Melinda.

"I blame you, I need some feedback Krave-y, work with me here. Maybe you're just not a _Danny Phantom_ fan." Peter finally finishes.

He fought more like beast than man, with the ferocity of a lion, the wildness of a grizzly, the desperation of a cornered beast. He was intuitive and skilled, every move made it clear that he had indeed fought his way through the whole animal kingdom, and apparently, a White Tiger.

"How about the classics? Can I call you Elmer Fudd?" Peter asks him.

Kraven responded to the question by landing a blow that sent Peter flying until he lay sprawled in the grass a good twenty yards away. The teen immediately jumped to his feet, instinctively scanning for a high point he could swing to in order to gain the high ground.

"News flash, it's wabbit season, not Tiger Season."

Nothing. Kraven had chosen one of the few areas in New York that wasn't surrounded by skyscrapers and tall apartment buildings, and the trees weren't quite tall or sturdy enough for him to really use them like he wanted. From the grin on his face, Kraven knew it too. Had planned it.

"Really, still nothing? With that introduction I really expected you to be more vocal." Peter tells him.

"You know nothing of hunting." Kraven sneered. "Noise is useless once you have flushed out your prey. I am stealth while you are a warbling bird, foolishly displaying proud colors that will not help you to hide."

"You're the one in the leopard leotard, Elmer, but sure stealth." Peter quips, feeling like he's getting better at them.

"Children." Kraven comments on his behavior. "Your father would have never taken the bait so easily. He was crafty, strong, he understood the power of the amulet."

"DON'T YOU TALK ABOUT MY FATHER, YOU SADISTIC FREAK!" Ava exclaimed, "You don't deserve to talk about him. You took him from me. Now I'm gonna finish you!"

The two then begin to fight and Ava seems to be more on attack than defense, which is mostly what Peter taught her.

"Give me the amulet and I will consider letting you and your friend live." Kraven tells her.

"We both know you won't." Ava reminds him. "You enjoy the hunt too much. Why do you want the amulet so badly anyway?" She finally asks.

"I want you to see what true powers looks like." Kraven tells her.

"Does it look anything like this?" Peter said before a he shoots his web-substance onto Kraven's eyes, temporarily blinding him. But once he did that, several traps with darts were activated and started shooting the two of them.

"Are you a crazy Hunter, or a crazy landscaper? Because you can't be both." Peter tells him.

"I am Kraven the Hunter! What I hunt, I consume. What I consume, I become." Kraven informs Peter while fighting Ava.

Peter then webs Ava and gets her a fair distance from Kraven and the two run from him.

"We need a plan or something. Hell, can we call Daisy for backup?" Peter asks knowing her help would be appreciated.

Peter's senses go off once more just in time for a dart to try and inject him but more keep coming at him and Ava is being blinded by anger and goes back in to fight Kraven.

"You're so afraid to unleash the true power of the amulet." Kraven says as Ava tries to attack him while dodging his sphere. "You're even weaker than your father."

Ava goes in to kick him but Kraven uses the opportunity to cut off her belt that holds her amulet and tosses her away.

Ava just activates another one of his traps, which this time is spikes at the end of a hole.

Before she could hit the spheres, Peter webs her and pulls her to safety.

"No kitty kabob tonight, Skuller." Peter tells Kraven as he places the amulet on.

The two heroes turned to see Kraven on the ground shaking like he was having a seizure.

"What's happenin' to him?" Peter asked Ava.

"It's too late, the tiger is free," she said as they saw tiger fangs grow where his canines were. "Run!"

They ran for a good while before they heard that familiar growl. They looked back to see Kraven still chasing them. He jumped from branch to branch with such grace, just like a tiger.

"I can feel it, I can feel the power coursing through my veins," He said with his voice sounding more and more like a growl, "This power is invigorating, it's perfection, it's-"

He was cut off by Peter webbing his mouth.

"We get it already, it's power." He groaned at annoyance by villains and their speeches.

Kraven's eyebrows scrunched as he ripped the webs off of his mouth. "Foolish child, you think your webs can hold the power of the amulet? Behold!"

He was starting to shake again. Only this time, the amulet was glowing and had changed shape. Kraven's skin was turning white and cut was starting to grow on it. Peter and Ava were frozen stiff at the site of this transformation.

The man before them was changing color and growing fur. When it had stopped, he was completely white with black stripes on his arms, legs and on the ends of his face.

Kraven had also grown. He'd grown two feet taller than he already was. He raised his head and looked down on the two teens.

They couldn't look away from the being right in front of them. Their enemy, Kraven the Hunter had turned into a seven foot tall anthropomorphic White Tiger with pants.

He let out a loud roar that shook the entire park.

"What happened to him?" Peter managed to get out even though he's paralyzed from fear for the first time in ever.

"The man is gone now," Ava explained, "He's all animal now."

She shook her head, grabbed Peter's hand and pulled on him to which the two of them started to run faster than they ever had. As they ran, they could feel the ground shaking from the creature that was chasing them.

Thinking quickly, Peter looped his arm around Ava's waist, shot a line on a branch, and the two swung up. Once on the branch, they looked down to see Kraven run right past the tree and sat down to catch their breath.

Peter looked over at Ava who had her head down with a face of disappointment.

"Ava, what's wrong?" He asked.

"It's over, Peter," She said shaking her head, "I can't fight Kraven. I don't any powers, I lost the amulet. And I'm nothing without it."

Peter was taken aback by that statement. How could she say that? After everything they've been through. "Ava, that's not true. You fought me off in multiple fights when I was Agent H, fought off Deathlok and dozens of Centipede soldiers. You didn't have the amulet through all of that, did you?"

"Well, no. But-"

"But nothing, you fought me, super soldiers, and HYDRA off using nothing but your skills and your courage, and sometimes the amulet helps. And that's what makes you the White Tiger, not the amulet. It's you, Ava Ayala, my partner and sister."

"Peter, they were not a giant tiger. How am I supposed to go up against Kraven like that?"

"Simple. One, avoid the claws on that bad kitty. Two, don't doubt yourself. And Three, don't forget that I've got your back every step of the way."

Once again Ava was amazed at the amount of selflessness coming from Peter, even when it isn't his fight, he chooses to fight it. And that put a smile on her face. It reminded the fire in her.

'Wait, fire?' she thought. She turned back towards the park and a grin slipped into her face.

"I've got an idea," she said turning back to look at Peter.

"Does this idea include our survival at the end?" Peter asked slightly worried.

"Only if we work together, like a team, like a family." Ava states.

"Like a family." Peter agrees to that.

Kraven was running, sniffing the air, hoping to find those two meddlesome brats. He sniffed the air and looked up at the trees. He growled and jumped up and started to climb. The scent was getting stronger now.

"Oh, Kravey Cat?" He heard a voice.

He turned to see Peter standing on a branch waving at him. Leaping off the tree, he jumped over to Spider-Man right before he jumped off.

"Ya miss me? Come on kitty, the party's this way!" Peter teased.

Kraven growled and chased him. Peter kept jumping from tree limb to tree limb, hoping that this plan of Ava would work. Peter's part was to get Kraven back to the trap, and she would take it from there.

As he got closer to the trap, he could hear Kraven gaining on him. So he tried to pick up the pace a bit until he was in a tree right above the campsite.

As he waited for White Tiger, he felt a thud on the branch he was on, then he felt breathing on the back of his neck. He turned around slowly to see Kraven towering over him.

"Um, nice kitty?" Peter said.

"Hey, Kraven!" Another voice said. They both turned to see Ava standing in another tree.

"You don't wanna eat spiders," Ava told him, "They get stuck in your teeth and give you cavities."

Kraven turned towards the tree but felt Spidey jump on his shoulders and grab onto his head.

"Oh _you're_ making jokes now?!" Peter said.

He stayed on smacking Kraven on the head a few times before jumping off. Kraven growled again and turned to Peter before he felt someone push him off the branch.

As he started to fall, a web line caught him. He looked up to see Spider-Man holding the line and White Tiger standing next to him.

"Go get your amulet," Peter said, motioning his head at Kraven.

White Tiger put a hand on his shoulder before climbing down the line, being careful to avoid Kraven's swinging claws. she cut through the thick webs on the line and reached down to pick up the Tiger Amulet from his chest.

When she did, she climbed back up. Looking down, they could see Kraven slowly turning back into a human.

"Should I?" Peter asked.

"Go ahead," Ava replied knowing what he's thinking.

With them smiling under their masks, Peter let's go of the line and let Kraven fall to the ground below. Then the two climbed down and see he's been knocked out cold.

"Nice plan, Ava," Peter said.

"It was your leadership that helped me, Peter." Ava retorted.

"Family protects family." Peter tells her.

"Director Coulson, you should get another cell ready for another powered menace. We have some trash for you to pick up." Ava says into their com link.

-

What the two didn't know, was at a abaondoed warehouse near the river, Norman was planning something big.

"You're crazy, Goblin." Electro informs the criminal. "You want me to believe that this thing can open doorways into other worlds?" He asks as Goblin puts the finishing touches on a small handheld device.

"This _thing_, Electro, is the Siege Perilous. A mystical key that'll allow us to enter parallel universes to our own." Goblin tells him through his suit. "Picture the endless possibilities. Multiple worlds, multiple possibilities to get revenge on Agent S, or as he's going by nowadays, Spider-Man."

"More than one of that annoying pain?" Electro asks as he can't stand the one, let alone multiple versions. "He's the last guy I want to see multiple versions of. This is crazy."

"I'm not asking you to help me, Electro." Goblin informs Electro before placing the device onto him and the Siege starts absorbing the man. "I'm telling you. I need more power because I'm going to be hunting all of the Spider-Men from across the multiverse. Then I'll gather all of their DNA for my personal Spider Army. All I need is a sample of Parker's DNA in order to start the hunt." He says and knows all he has to do is find the right moment to go after Spider-Man.

But why hunt the spider, when the spider can hunt you?


	38. You're Spider-Man

Peter and Ava are on the subway way to midtown high, the school they've been going to since moving New York and not much has changed since Peter left last time.

Ned was more than happy when Peter returned. Michelle is still herself. That meaning she's hard to understand and yet very observant, and just wants friends.

She and Ava get along great, as Peter had no doubt they would.

And Flash Thompson...Yeah, he's still the same.

"_Rise and shine, Midtown Science and Technology. Don't forget about your homecoming tickets. Do you have a date for homecoming?"_ The school announcements play as they walk to their lockers through the school.

Peter got to his locker and opens it to get what he needs when his senses warn him Ned is approaching and he smiles.

"Join me, and together...we'll build my new LEGO Death Star." Ned says in Palpatine's voice holding a LEGO Palpatine.

"What?" Peter asks, ignoring how others would mock them. He and Coulson used to do this like that all the time in S.H.I.E.L.D. when he was younger. It didn't bother him then, so some teenagers thinking he's lame doesn't hurt him. "That's awesome. How many pieces?" He asks Ned.

"Three thousand eight hundred and three." Ned tells him. "You wanna build it tonight?" He asks.

"I'll try, but uncle C's going out of town today, and he has strict rules when he's gone we need to follow or we face the Wrath of Coulson." Peter warns his friend and he laughs at that.

"Okay, Well, I'll knock out the bones of the Death Star at my place. And I'll come by afterwards. For the most part, the difficult thing is the base of it. The top half we can knock out in two hours, tops." Ned tells Peter as Liz Allen passes by.

Peter wouldn't exactly say he's got a crush on Liz but she's a nice girl and would like to get to know her better.

"That'd be great." Peter tells Ned, getting back on subject as they need to get to class.

-

"So how do we calculate linear acceleration between points A and B?" The teacher asks the class.

"It's the product of sine of the angle and gravity divided by mass." Flash answers.

"Nope." The teacher informs him. "Peter, you still with us?" She asks as he's looking at a video that was taken about him.

"Yeah." Peter says before closing the computer and looks at the board. "Mass cancels out, so it's just gravity times sine." He answers.

"Right. See, Flash, being the fastest isn't always the best if you are wrong." She informs Flash who is now angry at Peter.

During chemistry class, Peter uses the chemicals to make a new batch of web fluid. Usually, he'd be able to get it from his labs.

But those labs no longer exist, so he now needs to survive off of what he can get from school.

During lunch, Ava, Ned, and Peter all sit together and talk about anything and they get onto the small crush Peter has on Liz.

"Look, Liz is nice, but I don't think she'd be interested in me." Peter tells them.

"Come on, what's wrong with you?" Ava asks him. "I've been your sister for a year, and I don't see anything she wouldn't like."

"He was like this with Gwen, when he was trying to ask her out." Ned informs Ava.

"Yeah, and I ended up doing that for him." Michelle tells them from across the table reading her book. "He's a lost cause."

"Then why do you still sit with us?" Ned asks her.

"Because Ava's my only friend and she sits here." Michelle informs him and that makes sense to them.

After school, Peter and Ava are training for the decathlon nationals in Washington.

During which, Flash made a sarcastic comment about having a date with Black Widow which ticked Peter off. Last he heard of his aunt, she also didn't agree with the accords and had to go into hiding.

-

Afterwards, the two left for their afternoon patrol but stop at Delmars for food.

"Hey, what's up, mr. Delmar?" Peter asks as they enter.

"Hey, it's mr. Parker and ms. Ayala. The Coulson kids." Delmar says happy to see them. "A Number five and seven, right?"

"Yeah, mine with pickles, and smush it down real flat? Thanks." Peter says as they get to work.

"How's your uncle?" Delmar asks him.

"He's doing fine. Went out of town for a few days, business purposes." Ava tells him.

"How's that sweet ride of his?" Delmar asks referring to Lola.

"Lola's doing well. Running smooth as ever." Peter says as their sandwiches are finished and Peter pays the man.

"Hey there, Murph." Ava says to Delmar's cat and pets him.

"How's school?" Delmar asks them.

"Going well. It's better after everything that went down in Washington." Peter admits.

"Yeah, must've been scary with the whole boats falling from the sky." Delmar replies.

"Well, we're in New York now, it gets as safe in our crazy world." Ava informs them as they leave.

-

Peter and Ava separate to take their normal route to get changed and find a safe place to hide their things and get changed into their suit.

Once in their suits, they start their normal routine of stopping the crimes, helping the people. But they mostly end up just waiting around for something to happen.

It's a real change of pace from their usual fighting to fend off the end of the world every other day. But it's a welcomed change of pace, it gets seriously stressful on two kids.

Before the sun sets, they met up on a fire escape near the tracks as they got a call from the Playground.

"So, she's able to run at super speed?" Ava asks into the phone regarding the newest Inhuman they encountered, Elena Rodriguez.

"_Well, Mack's calling her Yo-Yo. And that does kinda sum up her powers._" Simmons tells them. "_She's able to move extremely fast, but she always returns to where she started running from._"

"Well, that's kinda cool, wish we were there." Peter says, missing the team.

"_We miss you guys as well. So how's the normal life treating you?_" Simmons asks them.

"Oh, it makes me love it at some times, but when I'm in the mood for some real action there's nothing." Peter informs her.

"Which were sometimes grateful for, but we really wanna go back to fighting some big threats. The latest one was just Kraven." Ava adds, agreeing with Peter.

"_Well, I've gotta get going. I'll make sure Fitz is around so you can talk with him."_ Simmons tells them.

"Yeah, we've gotta get going as well." Ava says.

"See ya, Jemma." Peter says and hangs up. "You just wanna head home?" He asks Ava seeing there's no more crimes any time soon.

"Yeah. Ned's supposed to be coming by as well." Ava remembers and Peter quickly changes his web canister as its running low when they notice some guys heading inside an ATM building.

"I think we've finally got some action." Ava says.

"I think you're right." Peter replies, agreeing with her.

-

The robbers are all using high tech gear they bought off of the black market and are wearing Avengers masks.

"Yo, this high-tech stuff makes it too easy." The robber wearing the Hulk mask says.

"Told you it was worth it." The Captain America robber says.

Then they use a second device to take off the rest of the devices and start taking all the money out.

As they do that, Peter and Ava enter through the doors as their lookout guy is looking the wrong way and they see they're amateurs.

"What's up, guys? You forget your PIN number?" Peter asks as they all turn to face them and they see their masks.

"Whoa, the Avengers!" Ava says mockingly as they turn to fight the two.

Peter sends a web and yanks the gun out of their lookout guy.

"Hulk. Thor. Nice to meet you guys especially." Ava greets while sending them flying. "I honestly thought you'd would be more handsome in person." She tells the Thor goon.

Peter leaps to the ceiling and starts fighting off the Iron Man goon.

"Iron Man. What are you doing robbing a bank? You're a billionaire last I checked." Peter says before using his fist to punch Hulk.

The Captain America goon aims their device at Peter and pulls him into a gravity field.

"Whoa, this feels weird." Peter comments on the weapon as Ava kicks Captain America, making him drop the weapon and in turn, Peter.

"Wat the hell is that thing?" Ava asks when she gets pulled into the field and gets swung around the room. "I'm starting...to think...you're not..the Avengers." She says and Peter webs the desk behind them and pulls it at them.

Across the street, mr. Delmar watches the fight and calls the police.

_"911, What's you're emergency?_" They ask him.

"Spider-Man and White Tiger are fighting the Avengers in the bank on 21st street." Delmar tells them as money flies around the room and the two heroes are flipping around the room to take the Avenger Crooks down.

"All right, lets wrap this up. It's a school night." Peter says, knowing they still need to get to school.

Ava kicks the Hulk crook and knocks him out as he lands on top of Thor.

Peter webs the Iron Man goon with the gravity device onto the door.

"So how did jerks like you get tech like this?" Peter asks when the Captain America goon raises their laser device and aims at them.

"No!" Peter and Ava shout as they see him raise the blast radius and it sends a beam out of the gun and it hits Delmar's.

"Go see if he's there, I'll finish this up." Peter tells Ava and she runs off.

She runs into the shop and gets Delmar out along with Merph as Peter finishes up webbing the criminals for the police and they make their escape.

-

Peter makes his way to his bag as Ava said she'd meet him back home. He made to where his backpack was supposed to be to discover his bag is gone.

"This just keeps getting better." Peter tells himself sarcastically and sees he needs to go home in his suit.

He makes his way up to his window and opens it up to crawl inside and drops down and he turns to see Ned is on his bed and looks and he has the Death Star halfway through when he drops it in shock.

Upon hearing the noise, Ava came rushing to see Peter is still dressed in his suit and Ned is there.

"Oh, that's bad." Ava comments.

"You're the Spider-Man. From YouTube." Ned says looking at Peter.

Peter quickly pushes the piece of the suit for it to retract off of him to get rid of it. "I'm not." He tries defending.

"You were on the ceiling." Ned says in shock.

"No, I wasn't. Wait, what are you doing in my room?" Peter asks.

"Your sister let me in. We were gonna finish the Death Star." Ned reminds him. "Wait, you knew about this?" He asks Ava.

"Of course she knows." Peter tells him. "Her, Uncle C, and a few close family friends know along with Tony Stark since he made my suit but that's it." He explains.

"Tony Stark made you that?" Ned asks looking at the suit. "Are you the White Tiger?" He asks Ava.

Ava sees now he knows Peter's secret there's no harm in him knowing her secret. "Yeah, I'm White Tiger." She confirms.

"Are you guys Avengers?" Ned then asks.

Peter and Ava look at him with hypothetical looks on their faces.

"Well, not per-se." Peter tells him.

"But at the same time, we're not-not Avengers." Ava also says since theirs the Next Avengers team.

"Look, Ned, you can't tell anybody about this. You gotta keep it a secret." Peter tells Ned.

"Secret, why?" Ned asks.

"Well, the whole reason that we came back here was because we needed a sense of normalcy. We just use our powers because we can't ignore them. Come on, Ned, please." Peter explains and begs his friend.

"Okay, Okay, Okay, I'll level with you. I can't keep this a secret. It's the greatest thing that's ever happened to me." Ned admits to them and they see they're in trouble.

"Ned, come on. After everything that we went through with the accords and S.H.I.E.L.D., I...Please, Ned." Ava now starts begging.

"Okay." Ned finally gives in.

"Just swear it, okay?" Peter tells his friend.

"I swear." Ned says and they're good with that.

"I can't believe this is happening. Fifteen years, I was able to keep my identity a secret only for that record to be ruined by my bag being stolen." Peter says as he runs a hand through his hair.

"Can I try the suit on?" Ned asks him. "How does it work? Is it magnets? How do you shoot the strings?" Ned keeps asking.

"Look, we'll explain everything at school tomorrow, maybe afterwards." Peter tells him and leads him out.

"Okay, wait, then. How do you do this and the Stark internship?" Ned wonders.

"This is the Stark internship." Peter says, as a lie for anything to happen to him while Spider-Man'ing, he tells them that it was the Stark internship that kept him busy. Stark agreed to it.

Now Ned understands and Peter drops to the back of the door.

"At least it was Ned, it's not that big of a problem." Ava assures him.

"It's because it's Ned is why it's a big problem." Peter tells her. "How close are we to creating that _MIB_ neuralyzer?" He asks.

"About a few decades." Ava informs him.

"How about a time machine?" He wonders and even Ava's shocked their isn't a time machine yet.

-

The next day, Ava and Peter walk with Ned to school and explain to them how they do what they can do.

"Wait, your parents were scientists for S.H.I.E.L.D.?" Ned asks Peter. "Why would they want a super soldier serum?" He wonders.

"To make super soldiers." Peter tells him as if that answer wasn't obvious .

"Did it hurt? Well, it probably would've hurt to have all your blood veins and DNA changed, right? Even it it would hurt, I'd still take it." Ned states. "Well, how much would it hurt?"

"I was born with it in my blood, Ned." Peter informs his friend. "There is no serum, it's literally my blood." He explains as they walk past the ATM place that was destroyed and Delmar's store.

"You guys we're here?" Ned asks them as they look at the destruction. "You could've died...do you lay eggs?" He suddenly asks Peter.

"What?!" Peter asks, completely confused. "No." He answers and they keep making it to school.

-

"Can you spit venom?" Ned asks Peter during school.

"No." Peter answers.

Later, Ned was in a class with Ava and starts asking her questions.

"Can you summon an army of tigers?" Ned asks Ava.

"No, Ned." Ava answers and focuses on the classwork.

As the day goes on, Peter and Ava were constantly being asked about their powers by Ned when they got to gym class and were stuck with a featuring about Captain America.

"Do you know him, too?" Ned asks Peter.

"Yeah, we met a couple of times." Peter tells Ned thinking of when his life was simpler and when the Avengers were first formed.

"Thank you, Captain. Pretty sure he's a war criminal now, but, whatever, I have to show these videos. It's required by the state." Coach Wilson tells them.

"It's kinda ridiculous considering everything." Peter mumbles.

In the middle of class, Ned is still asking Peter as many questions as possible.

"Do avengers gave to pay taxes?" Ned asks.

"Can you please stop?" Peter asks his friend.

"What does Hulk smell like? I bet he smells nice."

"You seriously have to shut up now." Peter informs him.

"Is Captain America cool, or is he like a mean, old grandpa?" Ned wonders.

"Look, we'll continue this in private." Peter offers as a compromise since he doesn't need anyone else leading his biggest secret that he's kept so well for over 15 years.

"Hey, can I be your guy in the chair?" Ned asks. "Like How there's a guy with a headset, telling the other guy where to go?" Like If you're I a burning building, I could tell you where to go." He explains to him.

"Ned, we don't need a guy in the chair. I've been doing this for years, we're fine on our own." Peter says as coach Wilson approaches.

"Looking good, Parker." He comments as he passes.

"Let's see, for me, it would be F Thor, marry Iron Man and kill Hulk." Betty says from the bleachers.

"Well, what the about Spider-Man?" Another kid asks her.

"Did you see the bank security cam on YouTube?" Liz asks. "He and that White Tiger fought off four guys."

"Oh my gosh, Liz is crushing on Spider-Man." One of her friends say.

"Kind of." Liz admits.

"Oh, gross. He's probably like 30 or something." Betty tells her.

"You don't know what he looks like. What if he was seriously burned?"

"I wouldn't care. I'd love him for the person he is inside." Liz informs them.

Peter just rolled his eyes at that, hearing many people say the exact same thing, when his friend did the unspeakable.

"Peter knows Spider-Man!" Ned quickly says causing everyone to stop what they're doing to face Peter.

"What? No, no..I...don't know him." Peter tries lying seeing it's coming apart fast.

"They're friends." Ned says.

"Yeah, like coach Wilson and Captain America are friends." Flash adds.

"I...I've met him a couple of times, but it's through the...Stark internship." Peter tries lying better. "It's just not something I'm supposed _to be talking about_." Peter says through his teeth looking to Ned.

"Well, that's awesome. Hey, you know what? Maybe you should invite him to Liz's party, right?" Flash tells him.

"Yeah, I'm having people over tonight. You and Ava are more than welcome to come." Liz tells them.

"Yeah, it's gonna be dope. You should totally invite your personal friend Spider-Man." Flash tells him.

"Okay, it's not like we're besties or anything, and it's not like I can ask him to drop everything and stop by." Peter tells Flash. "I mean, there's an entire city that he protects." He explains.

"Yeah, right. He'll be there, right, Parker?" Flash asks when the bell rings and Peter looks to Ned in anger.

"What is wrong with you?" Peter asks him. "I've held my identity a secret for fifteen years and you can't keep it for a whole day?!"

"I'm helping you out. Didn't you hear? Liz has a crush on you." Ned informs Peter.

"Liz has a crush on Spider-Man." Peter corrects him. "If she knew it was me, she probably wouldn't be as interested."

"Dude, you're an Avenger. If anyone has a chance to get someone, it's you." Ned says and leaves.

"Wanna get a head start on the neuralyzer, or the time machine?" Ava asks Peter, seeing he's about to explode.

"I don't know what to do." Peter admits while pulling on his hair. "I can't turn Spider-Man into some party trick, but Flash is gonna mock us until the Earth ends if he doesn't show. And I can barely stand normal Flash. Not to mention the whole Liz crush on Spider-Man deal."

"And if we don't go, Flash is gonna use that to torture us as you said." Ava adds.

"Thank you, Ava." Peter says sarcastically.

"We're going to the party. Maybe leave Spider-Man as a last resort." Ava tells him. "Come on, what harm can it bring us?"

"If anything happens, you owe me five bucks." Peter dares.

"Deal." Ava agrees.

-

That night, Coulson offers to drive them as he got home while they were at school to drive them to the party that night.

"House party in the suburbs. I miss these days." Coulson says as he parks Lola outside the house. "You guys are seriously going all out on trying to be normal."

"We always go all out on whatever we do." Ava reminds him.

"This was a mistake." Peter tells them. "You know what, let's just go home." He says not wanting to do this.

"Peter, it's going to be fine. Nothings going to happen, it's just a party. You're trying to fit in, this is the best way to feel like you belong." Coulson assures him. "I know it's a big change from the usual chasing down criminals, but give it a try and have fun."

Peter thinks for a minute and decides his uncle's right. As usual and gets out. "Yeah, you're right. Let's go." He says and gets out.

A kid walks up behind their car and sees it when Coulson speaks up. "Don't touch Lola." He warns the kid without even looking before driving off.

"Your uncle is protective of that car." Ned tells Peter as they meet up with him.

"Lola's a one of a kind." Peter tells him.

"Did you bring your suit?" Ned asks him.

Peter rolls up his sleve and shows he's wearing his suit underneath his clothes.

"Let's knock Flash down a few pegs." Ava says happy to do it.

They enter the house and see Flash is working as the DJ.

"Okay, were gonna have Spider-Man swing in...say you guys are right, and I git a fist bump or half bro hug maybe." Ned whispers to him when they see Michelle is here.

"Can't believe you guys are at this lame party." Michelle says.

"But you're here too." Ned informs her.

"Am I?" Michelle asks and walks away.

"You're right, she's complicated." Ava tells Peter, but he actually likes that about her.

"Hey, guys." Liz greets them. "Cool hat, Ned."

"Hi, Liz." Ned greets her.

"I'm so happy you guys came. There's pizza and drinks. Help yourself." Liz tells them.

"Great party." Peter tells her when something smashes across the room.

"Oh, my parents will kill me if anything's broken." Liz says and leaves them.

"Dude, go Spider-Man up." Ned tells him.

"You know what, I can't do this." Peter states knowing he has to be better than this. "Like I said, Spider-Man is not a party trick. Look, I'm gonna be myself."

"Peter, no one wants that." Ned admits.

"**Penis Parker, what's up?**" Flash calls from the DJ stand. "**So Where's your pal Spider-Man? Let me guess, in Canada with your imaginary girlfriend? That's not Spider-Man. That's Ned in a red shirt.**" He calls them out and now Peter seriously wants to knock this guy down a few pegs more.

Peter excused himself to get to the roof and change into his suit while trying to figure out what he's going to say while wondering what he's doing. Is he gonna turn his own hero into a lame cosplayer?

And just to impress a girl who he doesn't even like?

To impress the guy who won't stop bullying him, his friend and sister?

While he was lost in thought he looks to see a huge blue explosion going off in the distance.

Knowing he can't ignore something like that, he rushes and swings off to find out what's happening.

-

At the scene, under a bridge, two dealers are showing their newest weapons to Aaron Davis.

"Now this is crafted from a reclaimed sub-Ultron arm straight from Socovia." Shocker tells him holding the weapon that at the end holds the Ultron arm.

"Man, I wanted something low-key. Why are you trying to upsell me, man?" Aaron asks him.

"Okay, I got what you need, all right? I got tons of great stuff here. One sec." Shocker promises him as Spider-Man watches the deal from above.

"I got black hole hrenades, Chitauri railguns." Shocker says as his partner approaches Aaron.

"Times are changing. We're the only ones selling these high-tech weapons." He tells Davis.

"So this is where those ATM robbers got their gear." Peter puts together and sees they're using stuff from the Avengers battles to create weapons of mass destruction.

"I need something to stick up somebody. I'm not trying to shoot them back in time." Aaron tells them when Peter's phone goes off and he panics.

"What the hell was that?" Shocker asks.

"Did you set us up?" His partner asks and pulls a gun to Aaron.

Working fast, Peter drops off the bridge and faces them. "Hey, if you wanna shoot someone, shoot me." He dares the two of them.

"All right." He replies and pulls the gun on Peter. That's just what he was hoping for and he pulls the web out of his hand and they start trying to get away.

Peter races to stop them when Shocker pulls out a handheld device and punches Peter in the face sending him flying into the bridge.

"Oh, I hate Avengers weapons." Peter comment but also knows that's something even he would've made for S.H.I.E.L.D. once apon a time.

He webs the back of their truck and starts getting dragged through the streets.

Inside the van, they start trying to use their weapons to shoot Spider-Man but see constantly missing until they drift him into the side of a brick-mailbox and he looses his web.

"Great. Shortcut time." Peter tells himself and runs through the streets and backyards and runs past several parties, one where they were watching _Ferris Bueller's Day off._

"Great movie." Peter comments and keeping on swinging and finally catches up to the truck. "I have you now." He says and leaps at them when suddenly his senses go off and he's grabbed by his shoulders and dragged upwards.

Peter looks up to see two glowing eyes and a face that looks like a vulture as he gets dragged upwards when his suit activates a parachute and he falls into the Hudson River.

Peter then starts struggling to get free of the parachute when something glowing picks him up and flies him out of the river.

He looks to see Iron Man himself saved him.

"Hey," Peter greets as he flies him to safety.


	39. Washington

Iron Man takes Peter to a abandoned play area to dry off and explain what happened.

"Then when I was able to catch up with them, some guy with giant wings came swooping in and took me up when that parachute opened and he dropped me." Peter finishes explaining like he was reporting a mission report to Fury.

"How'd you find me anyway? There a tracker in the suit?" Peter asks Stark.

"I put everything in your suit. Including this heater." Tony tells him when his suit warms up and dries off.

"Oh, that's better. Thanks." Peter tells him.

"What were you thinking?" Tony asks him.

"The guy with wings must be the source of the weapons. That means I need to stop him." Peter tells him.

"Take him down? Crockett, there are people who handle this sort of thing." Tony informs him.

"Yeah, S.H.I.E.L.D. usually does it. And guess what, he has Avengers battle weapons." Peter informs Stark. "I mean, Chitauri grenades, the Dark Elves black hole grenades, everything that have been in your past battles."

"Well, that's something I'll definitely need to look into." Stark replies to that informs.

"And you didn't need to come all the way out here, aren't you moving the tower upstate or something?" Peter remembers from the news that he sold Avengers tower.

"Well, I'm not actually here." Tony admits and raises the mask to see he's not inside. "Thank god this place has WiFi, or you would be toast right now. Thank Ganesh while you're at it. Look, forgot the flying vulture guy, please."

"Why? This is what I'm good at. This is my entire life. Fighting criminals with dangerous weapons, that's what it means to be a S.H.I.E.L.D. Agent." Peter tells him.

"Last I checked, you're no longer a S.H.I.E.L.D. Agent." Tony reminds him. "Look, just stay close to the ground. Build up your game without S.H.I.E.L.D. while helping the little people, like that lady that bought you the churro."

"How'd you know about that?" Peter asks.

"You get a lot of YouTube videos." Tony explains to him. "I mean, can't you just me a friendly...neighborhood Spider-Man?"

"Yeah, and last time I looked, those guns are in my neighborhood. And I've got Ava, so I won't be facing him alone." Peter replies.

"Listen to me, if you come across these weapons again, call Happy." Tony says as Peter hears a car revving

"Are you driving?" Peter asks him.

"You know, it's never too early to start thinking about college. I got some pull at MIT." Tony offered before hanging up.

"What does that have to-"

_"Mr. Stark is no longer connected."_ FRIDAY interrupted him and flies off leaving him.

"That's still cool." Peter says and starts walking back.

On his way back, he finds a piece of their weapon has broken off and it's power source is inside of it and wonders what it is. And more importantly why it looks familiar.

-

At the hideout, the Vulture, Adrain Toomes, lands and places his wings off and removes his mask.

"Idiots." Adrian says while removing his helmet.

"Boss?" Mason calls. "Your wife keeps texting you. Something about a brake light." He tells Toomes.

"What did I tell you about looking at my phone?" Toomes asks, in a bit calm voice.

"Sorry. You left it out. You know I'm a curious person by nature." Mason reminds him as he takes the phone. "I finished designing that high-altitude vacuum seal. In case you want to, you know, go for the big one?"

"You're still on that? I told you no. The answer is no. Forget it." Toomes says as the van returns.

"Whoo! I mean, that was badass." Shocker tells Toomes.

"How many times have I told you not to fire them out in the open?" Toomes asks him.

You said move the merchandise." Shocker reminds him.

"Under the radar. Under the radar! That's how we survive. If you bring Damage Control or the Avengers down here, we're through." Toomes reminds him. "You're out there wearing that goofy thing, lighting up cars calling yourself the Shocker. _I'm the Shocker. I shock people._ What is this, pro wrestling?"

Whatever, old man. Come on." Shocker says not caring.

"Look. I know you don't give a crap about anything. But I do. I built the whole place because I got people I have to look after." Toomes tells him.

"Yeah, Yeah, Yeah." Shocker says, still not caring.

"You know what? I can't afford you. Get out of here." Tooms finally tells him. "You're off the crew."

"Yeah, All right. Wonder if you can afford me out there, though. With everything I know." Shocker tells him.

"Excuse me?" Toomes asks.

"I'm just saying...maybe your wife would like to know where you really get your money from." Shocker says.

"You know what? You're right." Toomes says before turning to Mason. "That work?"

"I don't know." Mason answers.

"I can't afford that." Toomes says before picking up the weapon and aims it at Shocker and disintegrating him.

"Damn." His partner says seeing that.

"I thought this was the antigravity gun." Toomes tells Mason.

"What? No, it's that one." Mason says pointing to another weapon.

Toomes then drops the gun and grabs the Shocker glove.

"Here. Now you're the Shocker. Go and find that weapon he lost." Toomes tells his partner.

-

The next day, Peter filled Ava in on what happened and why he didn't show up and now they're in shop class trying to dismantle the weapon.

"Hey, thanks for bailing on us." Ned tells Peter as he approaches them.

"Yeah, well something came up." Peter says and shows him the device.

"What's that?" Ned asks.

"I don't know. Stole it from some guys that tried vaporizing me with it." Peter catches him up.

"It looks like a power source, not of this world." Ava tells him as Peter rips it free.

"Maybe. But it's connected to all these microprocessors. That's an inductive charging plate. I use that to charge my toothbrush." Ned tells her.

"That means that whoever these guys are, they're combining alien tech with human technology." Peter tells the two of them.

"That is literally the coolest sentence anyone has ever said." Ned tells him as they look over the thing.

"It...it just looks so familiar. I remember seeing one of these while we worked in S.H.I.E.L.D., and I have a perfect memory, so I should know." Peter says.

"Which just means it's not human based." Ava tells him.

"Yeah, which isn't good." Peter replies since if this thing comes from Avengers battles as he suspects, it's dangerous. And instead of a nuclear protective casing like they had in S.H.I.E.L.D., they're now keeping it in a five dollar backpack.

They start after school and start walking through the halls.

"First, I say we put the glowy thing in the mass spectrometer." Ned tells them.

"Okay, we've gotta stop calling it glowy thingy. It's a power source." Peter says when the guys he recognized as the ones who were in the truck andhe leaps behind a wall with Ned and Ava behind him confused to what he just did.

"What's wrong with you?" Ava asks.

"That's one of the guys who tired to kill me." Peter explains. "Maybe they can lead us to the guy who has those wings."

"How do you plan on doing that?" Ava asks as the two of the guys go into the workshop.

"Stay here." Peter says as he goes into Agent S, silent mode and follows the two of them into the classroom.

"Man, can you imagine what the boss would say if he knew where we were?" He hears one of them ask as he sneaks in. "It's saying there was an energy pulse here."

"There's no sign of the weapon. And even if it was here, now it's gone. As are we." He says and Peter quickly ad quietly hides under the table and sticks underneath and waits as they pass like he's not even there.

Peter waits for the right moment and releases a Spider-tracker he invented a while back. It's what he used to use when he was on solo missions for S.H.I.E.L.D.

-

They decided to take this back to their place, and it seems Coulson is still out on S.H.I.E.L.D. business so they keep it in the living room.

Peter pulls out the tracer for the drone and it pulls out a hologram map of New York.

"This is so cool." Ned comments holding the device.

"They're in Brooklyn." Ava says. "But they're on the move though."

"Where are you guys going?" Peter asks the map.

Time passes and Ava brought them over their bag of Doritos from the kitchen as Peter is hanging from the ceiling.

"Staten island." Ned informs them in their current location.

Later on, Ned and Peter are working on the Death Star as Ava is working on her new taser claws that Simmons had made for her.

"They're leaving Jersey." Peter tells them.

Now, Ned is asleep on the couch, Peter is sleeping on the ceiling while Ava fell asleep at the coffee table working on her claws when the tracker starts bleeping and Ned is the first to wake up as he's wearing Peter's mask.

"They've stoped." Ned tells them and they snap to attention and see their location.

"Maryland?" Peter asks.

"What's there?" Ned asks.

"Possibly their base of operations." Ava suggests.

"They have a base?" Ned asks.

"Dude, a gang with alien guns run by a guy with wings? Yeah, they have a base." Peter informs his friend.

"Badass." Ned comments. "But how are the two of you going to get to them if they're 300 miles away?" He asks when Peter and Ava look to the academic decathlon poster that is taking place tomorrow.

"It's not too far from D.C." Peter says.

-

They're on the bus in their way there when Peter's phone goes off and he looks to see it's Happy Hogan.

"Hello?" Peter asks as he moves to the back to have this call in private.

"_I got a blip on my screen here. You left New York?_" Happy asks from Stark tower and Peter then remembers his suit has a tracker.

"Yeah, it's just a school trip. It's nothing. Look, Happy, I gotta say, you guys tracking me without my permission is a complete violation of my privacy. I left S.H.I.E.L.D. so that I didn't have my every move tracked." Peter informs him when Ned points to the tracker he's holding. "That's different."

"_What's different?_" Happy asks, overhearing.

"Nothing. Look, it's just the academic decathlon. It's nothing big." Peter informs the man.

_"Hey, I'll decide if it's nothing big...sounds like nothing big, but remember, I'm watching you._" Happy warns him.

"Well then, Agent S is going into radio silence." Peter informs the man before hanging up.

They make it to Washington and make it to the hotel.

"This place is huge." One of their friend comment.

"I've seen bigger." Flash says.

"There's a bird in here." Another says.

"You brought your laptop, right?" Peter asks Ned.

"Why?" Ned asks.

-

They make it to their hotel room and take the Spider-Man suit out where Ned goes into its database to find the tracker.

"Peter, why are we removing the tracker from your suit?" Ned asks a bit curious.

"Because we have to follow these guys to their boss before they move again, and we don't want stark to find out about it." Peter explains.

"So you're lying to Iron Man now?" Ned confirms.

"No, I'm not lying. He just doesn't understand me and what I can do. He thinks I'm a kid, and I'm immature. Even thought I was there when they first became the Avengers. Literally in the same room and he was more immature than me. I was threatened by the God of Mischief while trying to figure out his game plan and didn't even flinch." Peter informs Ned and that isn't even the craziest thing to happen.

He finds the tracker and slowly disconnected it. "All right, Happy. Enjoy tracking this lamp." Peter says and places it on the room lamp.

"There's a ton of other subsystems in here." Ned informs them and the two agents take a look at the computer. "But they're all disabled by the Training Wheels Protocol." He says while chuckling.

"What? Turn that off." Peter tells Ned, not believing Tony Stark would go that low.

"I don't think that's a good idea. They're probably blocked for a reason." Ned says.

"Come on, man. I don't need training wheels. I'm sick of this guy treating me like I'm a kid." Peter states.

"But you are a kid." Ned reminds him.

"Yeah, a kid who's S.H.I.E.L.D.'s greatest Agent, took two bullets to the stomach and lived, fought off robot super soldiers _and_ HYDRA mind control. And during that time, where was he? In Malibu, drinking martinis. So who's the child here?" Peter asks.

"I'm just saying, what if this is illegal?" Ned asks.

"Wouldn't be our first time doing something illegal." Ava informs him.

"Yeah, I can handle this, Ned." Peter promises him. "Think of it this way, you're helping an agent of S.H.I.E.L.D. tracking down criminals. Making you a unofficial asset of S.H.I.E.L.D."

"You have those?" Ned asks.

"Not entirely. You know, anymore." Peter admits since S.H.I.E.L.D. is basically dead.

Ned finally gives in and turns it off and the suit gives off a glow before shutting down again.

"That was weird." Ava comments. "But that seems to be Stark's alley."

-

Peter gets himself ready to head out and sees that the men are on the move.

"Okay, Ava, you stay here and look after the power core. I'm gonna go take a look at their base and see if they plan on moving again." Peter tells her the game plan and leaves them.

He had a bit of a run in with Liz and the others as they're going swimming and Peter continues on leaving.

When he got outside, he looks and sees them all having fun as it seems everyone is there, except Michelle who seems absent but Peter knows she's not into swimming or things like that. He's known that since when he first went to school before the whole Norman Osborn thing went down. Back when he was first dating Gwen.

Shaking himself out of his head to get rid of the bad memories, Peter places on his mask.

_"Good evening. Peter._" A female voice says.

"Hello?" Peter asks while looking around.

"_Congratulations on completing the Training Wheels Protocol and gaining access to your suit's full capabilities. So where would you like to take me tonight?"_ The voice says and Peter realizes Stark put a artificial intelligence in his suit.

"I put a tracker on someone I'm trying to...track." Peter says.

"_Tracker located. Plotting course to intercept target."_ The A.I tells him.

"All right, as long as I'm back in time for the decathlon, I should be fine." Peter says before swinging onto a truck that's going in the direction he needs.

The tracker leads him out of town and into the middle of nowhere.

"_Detecting three individuals_." The A.I. tells Peter as he approaches a gas station.

"God, why does everyone always choose a gas station for a hideout? It's such a cliche." Peter states and leaps on the sign.

"Hey, suit lady, what are they doing?" Peter asks.

_"Do you want to hear what they're saying?_"

"I can hear what they're saying?" Peter asks in shock.

"_Activating Enhanced Reconnaissance Mode." _She says and Peter can in fact hear them.

_"I got the gauntlet from the Lagos cleanup. The rest is my design. Can't believe they're still cleaning up that Triskelion mess._" He hears Mason say.

"Yeah, you and me both." Peter says hoping they can't hear him. "So they're in a middle of a heist. This could be where they get their stuff from."

_"Would you like me to engage Enhanced Combat Mode?"_ The A.I. asks.

"Sure, why not?" Peter says.

_"Activate instant kill." _She replies and his eyes go dark and red.

"What? No, I don't want to kill anyone." Peter informs her as the eyes go back to normal. He leaps and shoots a web to the top of the gas station itself only to fall and hit his face.

"What just happened?" Peter asks as he stands back up.

"_You jumped off the sign and landed on your face."_ The A.I. informs him. Peter tries shooting the sign again only for multiple dozens web blasts leave his shooter instead of one of them.

"What's wrong with my web shooters?" Peter asks her.

"_Rapid-fire is the default for enhanced combat mode._" She informs him.

"Why would I need rapid-fire? What usage is that?" Peter asks, not seeing any purpose as he's able to do that just by rapidly pushing on his shooters. Okay, for _this _occasion it's useless.

"_Would you like to see other options?_" She asks and Peter sees dozens of options. _"You have 576 possible web-shooter combinations."_

"Stark, you seriously overdid this." Peter states. "That one." He says looking at one that looks like a his normal shooter.

"_Great choice._" She says as Peter shoots and a taser web is activated and shocks the station sparking the lights.

Peter drops the web and climbs the station "What was that?" He asks.

"_Taser webs._"

"Taser webs? I don't want Taser webs." Peter states and watches the crooks talking.

"_You seem to be unfamiliar with your web shooter settings. Would you like to run a refresher course_?" She asks Peter.

"No. Just...you choose." Peter gives up and says.

"_Sure thing_." She replies and Peter watches the man with the Vulture wings comes flying in.

"There you are." Peter says and watches as he lands on top of the truck and drops some devices and drops inside the truck somehow.

Peter waits as the truck passes him and he leaps on top of it and looks at the device he used to get in.

"Woah, it's like some kind of matter phased shifter." Peter comments in the tech. "Fitz would be going wild right now if he were here." He says and watches as the guy inside places everything in a bag before leaping outside.

Peter waits as he drops the bag before webbing it to him.

"Hey, Big Bird. This doesn't belong to you." Peter informs him as he leaps back into his wings and flies at Peter. He jumps out of the way and aims to shoot him but the web splits off and avoids him.

"Are you serious?! What was that?!" Peter questions as he starts avoiding his wings.

"_You told me to choose._" The A.I. reminds Peter.

"For the love of-just rest everything back to normal status." Peter commands and grabs onto the guys wings.

That turned into a terrible idea on his part as he's immediately dropped and he hits the small devices before tumbling into the truck.

"Okay, no more playing around." Peter promises and leaps up to fight, only for his head to hit the ceiling of the container.


	40. Core eruption

Peter later wakes up to feel the container has stoped moving.

"Ow, that hurt." Peter comments.

"_You appear to have a mild concussion_." The A.I. That Peter almost forgot existed informs him.

"Okay, where are we now?" Peter asks her.

"_I'm not sure. The container walls are hindering my sensors._" The A.I. tells him.

"Okay, outcome 1, they hijaked the truck and we are now at their base. Outcome 2, we are wherever the container was supposed to be going." Peter tells himself. "Only one way to find out." He says while charging at the doors and busting them open.

He looks around and sees hundreds of containers like the one he busted out of.

"What? Where are we?" Peter now asks.

"_The most secure facility on the eastern seaboard. The Damage Control deep storage vault."_ The A.I. explains and now Peter sees he's in trouble.

Peter does his best to try and pry the doors open with his strength but he knows it's going to take more than that to open them.

"_The doors will most likely remain close under morning."_ She informs Peter.

"Just perfect." Peter says and knows he's gonna need to find a way to get out before then.

-

Peter decides to start going through the containers to find something that'll help him get out faster.

"Hey, suit lady, I feel bad calling you _suit lady_. Don't you have a name?" Peter wonders.

"_You haven't assigned me one yet_." She informs Peter.

"Oh, so I can call you something like..Gwen?" Peter asks but then hears himself. "God, no. Not Gwen, that's too many bad memories. What about Karen?"

"_You can call me Karen if you would like."_ She tells him.

"So, Karen, what else can this suit do?" Peter asks when wings come visible under his arms. "You know, while we're here, maybe we should run that refresher course." Peter says and exits the container to see what Stark gave him.

"_Ricochet web_." Karen says and Peter fires it to spring off the wall and onto a container.

_"Splitter web." _Karen tells him and Peter shoots it and that's what she used against the Vulture guy when it spliced on him.

"_Web grenade_." She says and Peter tosses it at the wall, causing it to explode.

-

Later, Peter is just laying down on a container and wondering about what his friend and sister say about Liz.

"Should I ask Liz out?" Peter asks his A.I.

"_Who's liz?_" Karen asks.

"She's...she's just this girl in my class. Everyone I know says I should ask her out, but I don't know if I should." Peter says. "I mean, I don't have that good experience with girls. My last girlfriend was murdered by a psycho. And I don't even think I like her. My friends just think I need to give it a shot." Peter explains to his A.I.

"_Well, I believe that your friends might be right. Getting out of your head is sometimes not a bad thing."_ Karen tells him.

"Yeah, but what if she's not right for me? I mean, I kinda like someone else. But I don't really think she's interested in me. Or anyone for that matter." Peter admits, thinking of Michelle. Yeah, he's always felt something between him and her, but he knows she isn't interested in anyone. Especially someone like him.

"_Well, you're __a S.H.I.E.L.D. scientist. Maybe some experimenting might work before asking the girl you like out._" Karen tells him.

"You know, that's good advice." Peter admits, but shouldn't expect anything less from an artificial intelligence made by Tony Stark. But relationship advice isn't exactly what he would expect from him. Especially good advice.

"Hey, how long have we been here?" Peter wonders

"_37 minuets_." Karen informs him.

"What?!" Peter asks, completely annoyed and a bit frustrated at time. "I cannot take this anymore. There's gotta be something that can help me get out of here." He states before leaping inside the container and opens the bag Vulture had.

He looks and finds some sphere thing that must've came from the Dark Elves ship.

"That's useless." Peter says as he keeps searching and finds an Ultron head. "Man, I wish I was there to fight you." He tells the head and he searches and finds a second power core.

"Hey, it's like the energy core we have." Peter says looking over it.

"_That energy core is an explosive Chitauri energy core._" Karen informs him.

"Wait, you're saying it's a bomb?!" Peter asks, wondering how he didn't notice that over the years of collecting them for S.H.I.E.L.D. after the invasion. Yet again, they never told him what they were.

"_It would require radiation to transform it into an explosive state._" Karen informs Peter which calms him down a bit. Until he remembers that they're visiting the Washington monument and they have X-rays. Time to start panicking.

Peter webs himself at the doors and finds the lock.

"Karen, help me override this time lock." Peter says and knows this is going to take him a while.

-

In the morning at the hotel, Ava and Ned are starting to get concerned about Peter now that they have to get to the decathlon's and they thought he'd be back by now.

"Come on, we gotta get going and either come up with an excuse why he isn't here, or pray he runs here fast." Ava tells Ned the plan and he grabs the core as they get ready to leave.

-

Peter was able to get the doors open and hitches a ride on the leaving trucks and hopes he's not too late.

"Karen, get me to decathlon as fast as possible." Peter tells her.

_"Sure thing. Just tell me where it is._" Karen replies.

"Across the street from the Washington monument." Peter informs her and hopes that they're doing okay at the decathlon.

-

At the decathlon, they're doing perfectly well and have went into sudden death when Michelle gave them the correct answer, winning them the decathlon.

That's when they start heading to the monument.

"We won. Told you we didn't need Parker." Flash tells them as they head towards the monument.

"Flash, you didn't answer a single question." Ava informs him.

"Taking it all in, Michelle?" Mr. Harrington asks as she's still got her head in a book.

"Oh, yeah. It's just I don't want to celebrate something that was built by slaves." Michelle states.

"Oh, I'm sure the Washington monument wasn't built by..." Harrington was saying when the guard corrects him that she's right. "Okay. Enjoy your book." He says before joining the rest of the group as they enter the monument.

-

Peter is just a few blocks away when his phone starts ringing and he sees it's Ava.

"Oh, thank god. Ava, you're okay." Peter exclaims into the phone.

_"Yeah. I'm fine. What's up with you?_" Ava asks, never hearing Peter this anxious, or nervous.

"Where's the power core?" Peter asks her.

"_Ned has it. It's safe. Oh, by the way, if anyone asks, you had a stomach bug._" Ava informs him on the cover story when Liz's voice comes in.

"_Peter, is that you?"_ Liz asks.

"Oh, hey Liz." Peter replies.

"_Is that Liz?_" Karen asks. _"You should tell her how you feel._"

"Please put Ava back on the phone." Peter asks of her.

"_You flake. You are lucky we won. You know, I want to be mad, but I'm more worried. Like, what is going on with you?"_ Liz asks.

"Liz, please put Ava back on the phone!" Peter asks when she apparently hangs up. "I gotta get there." He says and starts running as he's down the street from the monument now.

-

In the monument, the core goes through the x-ray, activating it.

"Hey, mr. Harrington, can I be the one to tell Peter he's expelled?" Flash asks as they go up the elevator.

"The Washington monument is 555 feet, five and one-eighth inches tall." The guide inside says, uninterested while Ava and Ned are in the back and Ava watches as his backpack starts glowing.

"That doesn't look good." Ava whispers and sees its gone from purple to blue.

"Notice how the marble and granite are cut around the stone." The guide keeps saying when the core erupted and destroyed the elevator.

-

Peter makes it to the ground and sees the eruption from the ground.

"No, no, no. Karen, what's going on up there?" Peter asks as he makes it and passes Michelle.

_"The Chitauri core had detonated, it's caused severe structural damage to the elevator._" Karen informs him.

"My friends are up there." Michelle says.

"What? Don't worry, ma'am. Everything's gonna be okay." Peter promises and tries his best to disguise his voice (remembering how easy Gwen was able to tell who he was). He runs and starts crawling up the side of the monument.

"_Estimating ten minutes before catastrophic failure._" Karen informs him as he climbs up as fast as he can. "_The safety systems are completely failing. The occupants are in imminent mortal danger._"

"For the love of-I'm going as fast as I can! Tell me some good news." Peter says, getting sick of the bad news today.

"_None of the occupants are injured._" Karen says.

"I didn't mean it literally!" Peter says as he keeps climbing.

"_You now have 125 seconds until failure._" Karen says.

"What?! Why?" Peter asks and he sees they're moving everyone out of the elevator.

"_Unexpected motion has caused the deterioration to escalate._" Karen explains.

"Well, how can I even get in there?" Peter asks.

"_Activating reconnaissance drone._" Karen says when his symbol comes off and a small spider drone comes off.

"Has that been There this whole time? That's awesome." Peter says as the drone files off and now he sees what it sees.

"_Locating optimal entry point. Proceed to southwest window._ Karen tells him.

"All right, I'm on my way." Peter says and continues to climb up.

Once he reached the window, Peter stops and accidentally looks down.

"_What's wrong? You've reached the southwest window_." Karen tells him. "_Why are you hesitating?_"

"Yeah, I just haven't been this high up in a while. I kinda got used to ground level." Peter explains.

"_You have also not reinstalled your parachute so a fall from this height would most likely be lethal._" Karen reminds him.

"Thanks for the more bad news, Karen." Peter says and now needs to find a way to get inside the window. "Okay... Four inch ballistic glass is what they made this thing out of. So I'm gonna need to create momentum." He tells himself while using a web to lower himself and starts to swing himself into the window when he turns to see a helicopter approaching.

"**This is D.C. metro police. Identity yourself.**" Someone inside tells him. "**Return to the ground, immediately!**"

"Yeah, like I'm gonna do that." Peter says before getting an idea. It's a stupid idea, but his friends and family are in there. He starts climbing up higher the monument until he reaches the top and he looks back at the helicopter.

"I'm gonna die." Peter states before leaping into the air above the helicopter and uses his wings to glide before webbing underneath the helicopter and swings towards the monument.

"Break!" Peter prays as he comes in at the last second as the elevator begins to fall and Peter shoots a ricochet web and it bounces off of the top of the elevator before repacking the elevator itself and Peter uses his legs to keep himself up.

"I did it!" Peter realizes, kinda amazing himself for a minute before the doors break off and he falls in as the elevator begins falling again and he shoots a web to the ceiling and catches them.

Peter then looks to see Liz, Ned, Harrington, Ava and a few others were the last ones in.

"_Hey. How you doing?_" Peter asks while messing his voice so he doesn't sound like himself. _"Don't worry. I got you._" He assures them and starts pulling them back upwards.

"Yes!" Ned starts cheering.

"Hey, Hey, hey. Big guy, quit moving around." Peter tells Ned since the movement is weakening his webbing.

"Sorry, sir. So sorry." Ned apologized as Peter reaches the top.

"All right. This is your stop." Peter tells them as Ava helps get everyone out.

Everyone gets out, leaving Liz left when the roof to the elevator gives way and she starts falling before Peter shoots out a web and catches her. While in doing so, getting some bad flashbacks to a familiar situation.

But he wasn't going to fail someone the same way twice.

He pulls Liz back up and everyone helps get her back on ground.

"Is everyone okay?" Peter asks Ava, but makes it seem like he was asking everyone.

"_This is your chance, Peter._" Karen tells him. "_Kiss her._" She encourages him when the web holding himself up breaks this time and he falls down the shaft.

"Thank you." Harrington tells him as he falls.

As Peter falls, he distinctly hears Flash ask, "Are you really friends with Peter Parker?"

But he decides not to answer, considering it's for the best.

-

Back in New York and the Vulture's hideout, they don't have anything new to make because of what Peter did.

"Eight years, not a word from the fess, Nothing from those Halloween-costume-wearing bozos up in Stark tower." Toomes recaps. "And then all of a sudden, this little bastard in red tights shows up. And he thinks he can tear down everything I've built. I'm gonna kill him. I'm gonna find him.."

"Found him." Shocker says and Toomes looks and sees a news report about Spider-Man saving the decathlon team from Queens.

-

They all return to Queens where Ava and Peter are met by Coulson who saw the news and rushed back to make sure they're okay. As soon as he reaches his kids, he engulfed the two of them into a hug.

The next day, the entire school has gotten into Spider spirit.

"_This past weekend, Midtown's academic decathlon team defeated the country's best to win the national championship. Later that day, they also cheated death."_ Jason on the school news says.

"_Explosion. Sally scream. Flash scream. Everybody screaming."_ One of the members of the decathlon tells them.

_"There were purple lasers and smoke. It was F* tight, like a Bon Jovi concert."_ Another says.

"_As you know, we made it out alive, and that's The important thing. I couldn't bear to lose a student on a school trip. Not again."_ Harrington says.

_"Thankfully, no one was seriously injured thanks to the Spider-Man._" Jason says. "_Up next; the Spider-Man mania is sweeping the school. How can you show your Spider spirit?_"

Peter and Ava walk through the halls hearing it on the televisions.

"Hey, sorry if I left you out or anything." Peter apologized to Ava.

"What, climbing up the Washington monument, swinging through the air, smashing glass, and about a dozen other things I don't care for?" Ava recaps for him. "You could've done it a dozen times, and I still wouldn't be jealous." She assures him.

"Good." Peter replies when they run into Ned.

"Dude, what is it like being famous when nobody knows its you?" Ned asks Peter.

"Eh, I'm used to it. I stoped several nuclear wars, one terrorist attacking, and a few other things and I never got appreciated for those things." Peter informs him.

"Speak for yourself. You were known all over S.H.I.E.L.D." Ava reminds him.

"Should we tell everyone?" Ned asks them.

"What, no." Peter tells his friend.

"Should I tell everyone?" Ned asks.

"Ned, that's not the best idea." Ava explains to him.

"Come on, we gotta get to class." Ned says and they start to head to class.

"Did you learn anything there?" Ava asks Peter since they didn't have time to talk in private yet.

"It seems that this wingsuit guy is stealing his tech from Damage Control. And what he takes from Damage Control, that's what he uses to build his weapons." Peter explains to her. "So all we really need to do is find out where he builds them." He tells her the plan.

"How do you plan on doing that?" Ava asks and Peter knows who to ask for help.

-

After school, Peter and Ava return home where Peter connects his mask to their computer system and Peter pulls up Karen.

"Karen, you there?" Peter asks.

"_Hey, Peter. How was your Spanish quiz?_" Karen asks and Ava is shocked by this feature.

"Okay, I'm officially jealous." Ava admits.

"Listen, I was wondering if you can help me. I'm trying to figure out who the guys were under the bridge the other night, but I only got a good look at part of the license plate." Peter tells her.

_"I can run facial recognition on the footage of tha encounter._" Karen offers.

"Footage?" Peter asks, shocked to hear everything he's been doing has been recorded.

"_It's called the Baby-Monitor Protocol._" Karen informs Peter and he slams his face on the table as Ava chuckles.

"Yeah, of course it is." Peter says, not surprised by this point. "Okay, roll it back to last Friday evening, the arms deal." He tells the computer.

They watch the footage fast forward and sees what Peter was seeing.

"Those two guys on the right, who are they?" Ava asks.

"_Searching law enforcement databases. No records found for two of the individuals, ms. Ayala._" Karen tells her. "_But the one individual identified. Aaron Davis, age 33. He has a criminal record and an address here in Queens."_

"Then let's pay him a visit." Peter says and takes off his clothes where his Spider-Man suit is underneath.

"_Would you like me to activate the Enhanced Interrogation Protocol?_" Karen asks.

"Yeah, sure. Why not?" Peter supposes and wonders what that's like.


	41. Ferry brave

Aaron was doing some shopping and was returning to his car when Dronie flies behind him and the lights all spark off leaving only the one above him. Ava dressed as White Tiger and Peter come down dressed as Spider-Man and webs Aaron's hand to his trunk ready for the interrogation.

"**Remember me?**" Peter asks in his Interrogation voice.

"Hey-" Aaron was gonna say before he backed off into Ava.

"**We need information and you're gonna give it to us NOW.**" Peter states to him.

"What happened to your voice?" Aaron asks.

"**What do you mean, what happened to my voice?**" Peter asks.

"I heard you under the bridge. I know what a girl sounds like." Aaron explains and Ava just bursts out laughing at that.

"**I'm not a girl, I'm a guy!**" Peter informs him.

"I don't care what you are, boy, girl." Aaron replies.

"**Come on, man! Who's selling these weapons? We need to know. So you either give us some names, or else.**" Peter tries threatening when he slams his trunk and Ava steps back in surprise.

"You two ain't done this before, have you?" Aaron asks them.

"He's done it a couple of times." Ava corrects him since Peter didn't move.

"**For the love of...****Deactivate Interrogation Mode.**" Peter says and Dronie flies back onto Peter's chest symbol.

"Look, man. These guys are selling weapons that are crazy dangerous." Ava informs him. "They can't just be allowed on the streets like this."

"She's right, if one of the can cut Delmar's Dogega in half-" Peter was saying while Aaron wasn't really paying attention.

"You know Delmar's?" Aaron asks him.

"Yeah, best sandwich in Queens." Peter replies.

"Sub Haven's pretty good." Aaron informs him.

"Nah, it's too much bread." Ava states, getting in on the conversation.

"I like bread." Aaron turns around to tell her.

"Come on, man." Peter now starts begging knowing he doesn't have the weapons or the need to actually threaten him like he used to in his S.H.I.E.L.D. days.

Seeing they're getting nowhere with him, they start leaving.

"Stupid Interrogation Mode. Karen, never ask that again." Peter tells his A.I.

"The other night, you told that dude, _if you shoot somebody, shoot me._" Aaron remembers and the two heroes stop to look at him. "That's pretty ballsy. I don't want those weapons in this neighborhood. I got a nephew who live here."

"Who are these guys?" Peter asks him. "What can you tell us about the guy with the wings?"

"Other than he's a psychopath dressed as a demon, nothing. I don't know who he is or where he is." Aaron tells them. "But I do know where he's gonna be. This crazy dude I used to work with...he's supposed to be doing a deal with him." He informs them and they know they can use that.

"Where's the deal taking place?" Ava asks.

"Staten island ferry, at 11." Aaron informs the two of them.

"That's in half an hour." Peter states.

"Great, thanks." Ava says and they start leaving.

"Oh, that's gonna dissolve in two hours." Peter tells Aaron, referring to the webbing on his hand.

"No, no, no. Come fix this." Aaron tells him.

"Two hours. You deserve that." Ava replies as they keep walking.

"Come on, guys, I've got ice cream in here." Aaron informs them but they just keep walking.

-

The two of them make it just as the ferry was leaving the station and Ava leaps onto the top of the ferry as Peter crawls around to find them.

"Okay, Karen, activate Enhanced Reconnaissance Mode." Peter tells his A.I.

"_He's up front, main deck._" One of the members say and Peter can see the back of the head of someone. "_I hate this guy._"

"That's the guy who was with the other guy with that weird shocker thing and from the school." Peter remembers. "Who's the other guy?"

_"There's no record of him in my criminal database._" Karen informs him.

"Ava, one of the guys are heading your way." Peter informs his partner.

"_Copy that. I'll keep on him."_ Ava promises.

"Dronie, keep an eye on this guy. We don't want anyone slipping away on us." Peter tells his drone as it starts to fly away and keeps his camera on the guy.

Ava is at the back of the ferry and her scanners start looking at the new guys. Before leaving, Peter updated Ava's mask so now she can talk to Karen as well.

"Who's that new guy, Karen?" Ava asks as she scans his face.

"_Mac Gargan. Extensive criminal record, including homicide._" Karen informs her as Peter reaches them.

They watch as the Shocker comes back and meets them.

"White pickup truck." He tells Mac and one of his crew go looking for it.

"Dronie, scan the ship for a white pickup truck." Peter tells his drone and he flies off and finds the truck and after scanning it, they see it's filled with alien technology.

"Okay, we have the dealers, the sellers, and weapons all in one place." Ava states and looks to Peter. "This is Christmas for S.H.I.E.L.D. agents."

"Then _we_ are gonna be having a holly jolly holiday." Peter states and they get ready to engage when...

"_Incoming call from Tony Stark._" Karen informs them.

"What?" They both ask, not knowing why on earth he would be calling them.

"Don't answer that." Peter tells his A.I. but it was too late.

_"Mr. Parker. Got a sec?_" Tony asks.

"Uh, me and Ava are in the middle of something right now." Peter tells him.

"_Nice work in D.C. my dad never really gave me a lot of support and I'm just trying to break the cycle of shame."_ Tony tells him.

"Tony, can we call you back?" Ava asks.

_"Don't cut me off when I'm complimenting the two of you. Anyway, great are about to-"_ Tony was saying when the ferry horn goes off. _"What was that?_"

"We're at the ferry. We're in the middle of a superhero thing right now." Peter tries to explain quickly.

"_Really? What's going on?_" Tony asks.

"Look, we gotta go. End call." Peter tells Karen and Tony vanishes from their screens just in time for Peter to web the keys to the truck away from them.

After that, Ava and Peter leap down, ready to relive their glory days of agents of S.H.I.E.L.D.

"Hey, fellas." Ava greets them. "The illegal weapons ferry was at 10:30." She informs them.

Peter webs two of them and pulls them at each other as Ava dodges a swing from Shocker and takes the web grenade that Peter gave her and uses it to keep him stuck.

"In all honestly, I was expecting a better fight." Ava states. "But I guess it just proves just how good we are."

"I gotta say, the other guy was way better with that glove." Peter says as Dronie comes back and places himself back on his chest and he replaces his web canister.

One more guy comes charging at them from down the car parking.

"You wanna take him, or me?" Ava asks Peter.

"Wait for it..." Peter says when a trip mine goes off and traps the guy.

They look further down and finally come face to face with the winged menace and were about to take him down when Peter senses go off and they're suddenly surrounded.

"Freeze! FBI!" Several of them say.

"What the heck? FBI?" Ava asks, wondering what they're doing here.

"_The Federal Bureau of Investigation._" Karen informs them.

"We know what it means, but what are they doing here?" Peter asks when the wings come out of the truck and the man is holding a weapon and starts flying at them and starts firing.

"Why doesn't anyone listen to us?" Ava asks as Tooms flies and throws a car at them but they move out of the way.

Toomes fires and frees Shocker.

"Get to the top deck. We're getting out of here." Toomes tells him.

Peter shoots a web to stop Shocker, but Toomes' blast vaporizes the web and he starts escaping. Peter shoots a web at Toomes and starts holding him down as the FBI agents start shooting but Toomes fires back as bullets don't have any effect on his suit.

Peter webs him again and tosses the webbing to her and they both use their combined strength to keep him at bay when he spins his wings and sends Peter out fo sea.

He thinks days and uses his webs to swing back at the ferry as Toomes cuts the webbing with his wings.

"This is getting seriously annoying." Ava states and Peter agrees as he webs the weapon he's carrying.

"Activate Taser web!" Peter tells Karen and the web starts electrifying and Toomes drops the weapon and it starts to randomly fire.

Ava and Peter dodge every blast as Peter webs the weapon to stop it from firing.

"You're messing with things you don't understand." Toomes informs the two of them.

"Oh, yeah. Like we haven't heard that before." Ava states and chases after Shocker as Peter webs the weapon and throws it out into the ocean as it suddenly explodes.

"Whoo, that was close." Peter states and runs with Ava when Toomes flies in and takes Shocker with him.

"Damn it!" Ava says seeing they escaped. Luckily, nobody on the ship was hurt as Peter finally catches up with her and sees Toomes escape.

"He escaped, didn't he?" Peter asks her.

"Really? What on earth would ever give you that idea?" Ava asks him sarcastically.

"Yeah, Spider-Man! White Tiger!" They hear people on the ferry cheering and they turn to see everyone spotted them.

They take in the attention, liking it until Peter's senses go off and he turns to see Iron Man floating in the air.

"Oh, were in trouble." Ava says, nervously. This isn't the best way on making a good first impression on one of her heroes.

"Nah, I'll handle him. Just get back home." Peter tells her knowing he can deal with Stark.

-

Shocker knows that there is to much they can do now that they have the FBI, Spider-Man and White Tiger and Iron Man now looking for them.

"So that's it? You're just gonna run?" Toomes asks him.

"The feds we're waiting for us. And now we are on Iron Man's radar? Yeah, I'm running. You should be too." He informs Toomes.

"You know I can't."

"What can we do?" Shocker asks and Toomes looked to Mason.

"Can you get that high altitude thing up and running in time?" Toomes asks him.

"You serious? Yes, you won't regret this." Mason promises.

"You in?" Toomes asks him.

-

Back at the ferry port, Peter watches the ferry gets pulled back into port after what just happened and Iron Man finally joins him.

_"Previously on Peter screws the pooch, I tell you to stay way from this. Instead, you hacked a multimillion dollar suit so you can sneak around behind my back doing the one thing I told you not to do._" Tony recaps as if Peter's some newbie to this superhero gig when he's even doing this longer than Stark himself has been Iron Man.

"Everyone's safe. I've got more information to take down a freak who's sending dangerous weapons out into the world. While I was at it, stoped more weapons from being sent out and saved lives." Peter recaps everything Tony seems to have forgotten about. "What do you want from me?" He wonders.

"_They're okay, no thanks to you._" Tony states.

Now Peter gets mad and looks towards the suit of Iron.

"No thanks to me? I'm sorry, those weapons were out there, and it doesn't matter what you say. They are in my neighborhood, making them my problem. No matter what I tell myself, I am still an agent of S.H.I.E.L.D. at heart. And nobody ever lisneted to me unless I was wearing a mask, inside or outside of S.H.I.E.L.D. that's why Agent S existed in the first place. So when I see people in trouble, I'm going to help them!" Peter states to the suit of armor. "Who am I even kidding? If you cared this much, you'd actually be here." He says when the suit opens and Tony Stark steps out.

"_I_ did listen, kid. Who do you think told the FBI?" Tony asks him. "Do you know I'm the only person who actually believed in you? Everyone said I was crazy to rely on not only a 14 year old, but an ex-S.H.I.E.L.D. agent after everything that went down in Washington." He states.

"Well, guess what, Stark? _I'm _the one who was there when S.H.I.E.L.D. collapsed. _I_ was there to clean up the messes you caused. _I _am the one who will ALWAYS run into the fire if I hear screams coming from the flames! You think you're this high and mighty hero, but _I'm_ the one who was always there, and you never realized it. So you have to stop treating me like I'm some rookie. I have been doing this for twice as long as you have been Iron Man. I've been doing this while you were still selling weapons! So don't tell me what I can and cannot handle. I know my limits, I know what I can do, I know what can be done. You can take away my suit, take away my gadgets, but I am still going to fight, because I am Agent S. I will always shield people from harm. No matter the cost." Peter finally tells him.

Tony looks surprised at the kid who was able to actually stand up to him, and he's never met someone who could stand up to him like that. They're usually awestruck by it's him or other things. And he's right, he isn't a rookie at this hero business. He's grown up inside of S.H.I.E.L.D., an organization built on saving people. This kid literally doesn't have the heart to stand by and watch people suffer if he can do something to stop it.

"Fine." Tony finally says, seeing things from his point of view.

"Fine?" Peter asks, as he was expecting something else.

"You're right. You're not a rookie, and I need to stop treating you like one." Tony realizes and takes a step back and rubs his head. "Just do me a favor, don't get yourself killed. It's just...if you died, I feel that's something I have to live with. Just try to stay safe." He begs the kid before leaving into his suit.

-

After that conversation, Peter then returned home where Ava was waiting for him anxious to learn what happened.

"What happened? Did he expel us from spuerhero-ing? Tell you off?" Ava asks, throwing questions at him.

"No, were fine." Peter assures her while taking a seat on the couch. "And I'm pretty sure he can't do that. We might've lost any chance of joining the Avengers, but that's something we could live with." He admits since he knows telling Tony off will have more consequences later.

"God, I need a good nights rest after today." Ava says while calming herself down and heads for bed.

"Right behind you." Peter says, agreeing with her. Standing up to Tony Stark takes a lot out of you.

-

After a few days, there hasn't really been any appearances of the Vulture and the two think that's either a good thing because they scared him off, or he's planning something big and can't afford to be seen or found.

With Homecoming approaching, Peter thinks maybe he should take the gang's advice and ask Liz out. One date never hurt anybody.

After school, Peter looks around and finds her preparing for Homecoming.

"Hey, Liz. I...I just wanted to apologize about the whole decathlon thing." Peter says.

"It's fine." Liz assures him. "Last week, decathlon was the most important thing, but then I almost died."

"No, I-just I'm-...god, I'm terrible at this." Peter whispers to himself. "I just mean it wasn't cool...I just...I guess you already have a date to Homecoming." He guesses.

"Actually, I was so busy planning it, I never really got around to that part, so..." Liz tells him.

"Do you want to...go with me?" Peter asks.

"Yeah." Liz replies and Peter is shocked to hear that.

"Really? I mean, cool." Peter replies before walking away and in doing so, he runs into some lockers. "That hurt." He says before he continues to walk off.

-

Peter comes home to find Coulson is back, and that's perfect timing for him.

"Coulson, Ava, I need the two of you to help me." Peter tells them and he fills them in on what's up.

Coulson finally helps Peter learn how to put on a tie as best as he could.

May came in and gave him a hand in dancing, you'd be surprised at how good she is.

Even Fitz-Simmons video chatted to him about the best outfit to wear.

On the day of Homecoming, Coulson drives Peter to Liz's place in Lola while Ava went by herself.

"Okay, game time. Run down the plan." Coulson tells Peter, acting like it's a mission briefing.

"Open the door for her. Tell her she looks nice, but not too much because that's creepy." Peter recaps the advice he got from Fitz-Simmons. "And when I dance with her, I'm putting my hands on her hips." He remembers his advice from May and knows he can do this.

"And remember, just have a good time. Your second first date. It'll be fine." Coulson promises him as Peter takes the corsage as Coulson drives off and Peter walks to the front door and rings the doorbell, ready for this.

But he wasn't ready for the door to open and he comes face to face with the Vulture.

_That_ was unexpected, even by his standards this was shocking to say nonetheless.

"You must be Peter." Toomes says to him.

"Yeah." Peter says, doing his best to keep his cool like he was trained to.

"I'm Liz's dad." Toomes says while holding his hand out and Peter shakes it. "Hell of a grip. Come on in here. Come on." He says and leads Peter inside.

Peter walks through, a bit nerve racked as it seems his personal life always catches up with his hero life.

"Hi, Peter." Liz's Mom's voice breaks him out of his head. "You look very handsome." She complimented.

"Thank you." Peter says.

"You got his name right?" She asks Toomes.

"Freddie?" Toomes asks, trying to be funny.

"Peter." She replies. "I'm gonna go get Liz." She tells Peter.

That just leaves the two of them alone, and this is the definition of a uncomfortable situations.

"You all right, Pete?" Toomes asks. "Because you look pale." He says and Peter sees he's slipping in his skills. "You want something to drink? A bourbon or a scotch, or something like that?"

"I'm not old enough to drink." Peter tells him, keeping his voice calm at least.

"That's the right answer." Toomes tells him when Liz comes down. "Wow. Wow, do you look beautiful." He tells us daughter.

"Please don't embarrass me, dad." Liz begs to him.

"Doesn't she, Pete?" Toomes asks him.

"Yeah, you look amazing." Peter agrees with her father.

"Once again, that's the right answer." Toomes says.

"Is that a corsage?" Liz asks and Peter almost forgot about that before giving it to her..

"Well, hey, I'm your chauffeur, so let's get this show on the road." Toomes tells them.

"No, no, no. We have to take some pictures, babe." Liz's Mom says and Peter does his best to keep calm but this is one of the weirdest positions to be in.

"All right, come on, I'm going out of town and your stop is on my way." Toomes tells them. "Come on, Pedro." He tells Peter and they leave, and something tells him he should've gone by himself.

-

The trip there was kinda filled with awkward silence until Toomes interrupted the eerie silence.

"What are you gonna do, Pete? When you graduate, what do you think you'll do?" Toomes asks Peter.

"I'm not entirely sure, to be perfectly honest." Peter says, since he can't actually say he's going to be a official member of S.H.I.E.L.D. for when it actually does become a official organization again. Since, as far as anyone is concerned, it's destroyed.

"Don't grill him, dad." Liz begs of her father.

"Just saying, you know. All you guys who go to that school you pretty much have your life planned out, right?" Toomes asks.

"Yeah, no, I'm just a sophomore." Peter tells him.

"Peter has an internship with Tony Stark. I think he doesn't have to worry." Liz tells her dad.

"Really? Stark? What do you do?" Toomes asks.

"Well, it's not exactly a internship that much. It's like he calls me, I help him out with whatever it is. It's always something different each time. Meet a few interesting people. Not a big deal." Peter says, doing his best to lie. But it isn't entirely far from the truth.

"Not a big deal? You get to hang out with Spider-Man." Liz reminds him.

"Really? Spider-Man? What's he like?" Toomes wonders.

"Yeah, he's nice. Great guy." Peter says, trying not to hang himself up here.

"I've seen you around, right?" Toomes asks. "I mean...somewhere. We're-have we ever...? Because even the voice."

"He does academic decathlon with me." Liz offers as a solution. "And he was at my party."

"Great party, beautiful house." Peter says.

"You were there for like two seconds." Liz reminds him.

"Well, yeah. I thought Ava explained, my uncle needed me to help him. His car broke down the street, and he doesn't trust mechanics with it." Peter tells her.

"Well, what about when you disappeared in D.C.?" Liz asks and Toomes starts piecing everything together for himself.

"That's terrible what happened down there in D.C. though. Were you scared? I'll bet you were glad when your old pal Spider-Man showed up in the elevator." Toomes sees, trying to see if he can give a good excuse to where he was.

"I wasn't there. I didn't go up, but I watched it happen on the ground. It was a good thing he was there that day." Peter says, but he has a feeling that he's been outed out.

"Gold old Spider-Man." Toomes says as he's figured it out and he makes it to the school. "Here we are. End of the line."

"Thanks, dad." Liz says.

"You head in there, gumdrop. I'm gonna give Peter the dad talk." Toomes tells Liz.

"Don't let him intimidate you." Liz assures Peter, not knowing he isn't intimidated easily as she leaves.

Once she leaves, Toomes pulls out a gun and turns to face Peter.

"Does she know?" Toomes asks Peter.

"Know what?" Peter asks.

"So she doesn't. Good. Close to the vest. I admire that. I've got a few secrets of my own." Toomes says and now Peter knows he's outed. "Of all the reasons I didn't want my daughter to date. Peter...Nothing is more important than family. You saved my daughter's life. I could never forget something like that. So I'm gonna give you one chance. You walk through those doors, you forget any of this happened, and don't you ever, ever interfere with my business again. Because if you do..I'll kill you...and everyone you love. That's what I'll do to protect my family. Do you understand? Hey. I just saved your life. Now what do you say?" Toomes asks Peter.

Peter isn't intimidated by this guy. He's taken down warlords, terrorists, took two bullets to the chest. But he knows he needs to get out of here first, and he already knows his decision.

Shield people from harm, and stop people from harming others.

"Thank you." Peter tells him.

"You're welcome. Now you go on in there and show my daughter a good time, okay? Just not too good." Toomes tells Peter as he exits the car and Toomes drives off. Unknowingly with Peter's phone inside so he can track him.

Once he knew Toomes was gone, Peter made it inside and avoids the homecoming dance and races through the halls to put his outfit back on.

As soon as he made it outside, he gets hit by Shocker's gauntlet sending him flying.

"He gave you a choice. You chose wrong." Shocker tells him.

"Yeah, I've heard that before." Peter states and gets ready to shoot a web when he realizes he's out of web fluid. "That's not good." He states and knows he needs to rely on his skills. He runs behind the buses for Shocker to punch it and sends him flying into another bus.

"You know, I wasn't sure about this thing at first. But damn." Shocker says as Peter runs in to give him a roundhouse kick when Shocker interrupts his kick and sends him flying into the bus and smashes the bus on its side.

Peter then crawled out of the bus after that tumble.

"Why did he send you?" Peter asks.

"Guess you'll never know." Peter says when they hear something hitting against metal and they look up to see White Tiger coming in and she kicks Shocker, sending him flying and using Peter's backup web shooters filled with web fluid and stops him.

"Oh, thank god, it's you." Peter says and Ava helps him up.

"What's going on here?" Ava asks him as he stands up.

"Look, the guy with the wings is Liz's dad." Peter tells her.

"Why am I not surprised?" Ava wonders while being shocked at the same time.

"Look, Karen, can you track my phone?" Peter asks.

"_Searching; phone located."_ Karen tells him and they know where to go.

"Come on, we've gotta stop him before he leaves town." Peter tells her and they both race off.


	42. Welcome to the Avengers

Flash and his date we're driving to the dance in his dads car discussing dinner.

"I'm sorry about dinner but I know when branzino's fewsh, and that was not fresh." Flash was saying when Peter and Ava land on his car.

"Flash, we need to commandeer your car." Peter tells him.

"Sir, technically, this-this is my dad's car, air. So I don't-"

-

Peter and Ava are off in his car and Peter is driving with Ava in the second seat while she's tracking his phone.

"We stole Flash's car. This is like some universal justice after everything he's done." Ava states while chuckling.

"Karen, where is he now?" Peter asks the A.I.

"_Turn left three blocks down._" Karen tells him.

"You can actually drive, right?" Ava now decides to ask.

"Are you kidding? Between Coulson and aunt Natasha, I knew how to drive earlier than anyone else." Peter states.

"_Your phone appears to have stopped at an old industrial park in Brooklyn._" Karen tells him.

"Why is he there?" Ava wonders. "You said he was going out of town." She tells Peter.

"Well, he must be doing some sorta heist or something, but...oh my god, it's moving day." Peter now realizes and remembers the earlier talk he had with tony about moving the Avengers stuff. "He's gonna rob all of the Avengers gear!"

"If he gets a hold of any of that, these street gangs would become unstoppable." Ava states.

Peter drives and sees he almost misses the turn but goes into a drift and spins them into a stop.

"Never do that again, Vin Diesel." Ava warns him.

"I won't make a habit of it." Peter promises and they exit the car and head inside the warehouse.

Peter goes in through the ceiling while Ava sneaks in through the windows and they see specs and cameras surrounding the Avengers tower and the jet with all of the gear.

"Looks like we found their base of operations." Ava says as she finds the wings.

"Another abandoned warehouse." Peter states and sees this is a serious cliche.

They move through the warehouse where they find Toomes by himself standing in the open.

"Hey!" Peter shouts out to him. "Surprised?" He asks and Toomes turns to face them.

"Oh, hey, Pete. I didn't hear you come in." Toomes says as he sees White Tiger. "You gonna introduce me to your friend?"

"It's over, Vulture, we've got you now. There's nowhere to go." Ava informs him while pulling out her claws.

"You know, I gotta tell you. I really, really admire your grit. I see why Liz likes you. I do. When you first come to the house I wasn't sure. I thought, _really?_ But I get it now." Toomes says.

"How could you do this to her?" Peter asks and has Karen scan the room for any traps.

"To her? I'm not doing anything to her, Pete. I'm doing this for her." Toomes corrects them and Peter sends a web and sticks Toomes' hand to the table so he can't go anywhere. "Peter...you're young. You don't understand how the world works."

"Really? News flash, I know how the world works. I also know that selling weapons to criminals is wrong." Peter states since his entire life in S.H.I.E.L.D. was to keep weapons from hurting people l

"How do you think your buddy Stark paid for that tower? Or any of his little toys?" Toomes asks him. "Those people, those people up there the rich and the powerful, they do whatever they want. Guys like us...like the three of us, they don't care about us. We build their roads, and we fight their wars and everything, but they don't care about us. We have to pick up after them. We have to eat their table scraps. That's how it is. I know you know what I'm talking about."

Truth be told, they actually do understand what he's talking about. All S.H.I.E.L.D. has been doing in recent years was cleaning up the Avengers battles. But that doesn't mean they are going to start making their own messes.

"Why are you telling us this?" Ava wonders, not seeing why he's telling them.

"Because I want you to understand. And...I needed a little time to get her airborne." Toomes admits and Peter's senses go off and he grabs Ava before webbing the ceiling just in time to avoid the Vulture wings that are now flying on their own.

They both separate in order to give the wings multiple targets and it seems to be flying on its own around the warehouse and it keeps crashing into the pillars.

"I'm truly sorry about this." Toomes tells them.

"What are you even talking about? That thing hasn't touched us." Ava informs him.

"True. Then again...wasn't really trying to." Toomes informs her and Peter rushes over to her as the roof crushes above them and Toomes leaves hearing the plane is about to take off.

-

In the rubble, Peter is using all of the strength he can master to withhold the wall from crushing his sister who has been knocked unconscious by the rubble and the smoke.

"Ava, you being conscious would help me a lot right now." Peter states as he does his best to keep the rubble up. He pushes on farther than his usual limitations and keeps on pushing the rubble until it's off from ontop of him and then picks up Ava and brings her to Flash's car and takes off her mask to make sure she's breathing okay, but he knows she'll be safe and needs to rest it off and he needs to stop Toomes.

He goes and finds Toomes about to take off and webs onto his back at the last second before he takes off after the Avengers jet as it becomes invisible.

Peter holds onto the web with all of his strength and knows he made a bit of a mistake here.

As soon as Vulture lands on the plane, Peter watches as the wings become a cocoon and helps him get inside without being sucked out by the atmosphere.

Peter starts trying to get in when a drone comes off the wings and starts flying off.

"Karen, what are they doing?" Peter asks.

"_The drone appears to be on course to the Avengers compound in upstate._" Karen tells him.

"To make it look as if the plane is on course, when in reality they're hijacking it." Peter pieces together and starts to pull at the wings to get himself inside in order to stop Toomes.

-

Inside the plane, Toomes is inside the plane admiring his work while looking at all of the new tech they've commandeered when his wings start sucking off and he looks to see Spider-Man is still with him.

He gets back into the wings and Peter golds on as Vulture comes back around to strike. To avoid him, Peter starts moving up the side of the plane so he can't easily fall off.

"_Peter, are you okay?_" Karen asks him with concern.

"Oh, you know, it's just you're typical homecoming, on the outside of an invisible jet fighting my dates dad." Peter replies when Vulture comes in and Peter gets hit off the plane.

Peter then webs him and the plane causing Toomes to be slingshotted back at the plane and Peter almost gets thrown into the engine but throws a web grenade to stop himself from being obliterated.

"I can't believe that actually worked." Peter admits when he gets to the roof and sees Vulture coming back for another go.

"Doesn't this guy give up?" Peter asks as Vulture tries clawing him with his feet, but all that does is cause the engine to go out from the debris falling into it and the plane begins crashing.

"_Peter, if the plane stays on its course, it will crash into New York."_ Karen warns him.

"Okay, got it." Peter says and webs onto the wing and starts changing its trajectory while Toomes is breaking into the plane itself as it begins to crash into Coney Island.

Peter holds onto the wing as best as he can before falling off and tumbling through the sand as the plane continues to crash.

-

Later, Peter wakes off and rips off his mask as his ears are ringing like crazy and everything has been muffled to where even his senses aren't working properly. As evidenced when Toomes comes flying at him again and all he does is get hit.

Peter gets up fast and sees just how damaged the wings are damaged but he still chooses to toy and finish him off.

"Hey, Pedro." Toomes greets before flying at him.

Peter waits until the past second and dodges the attack, which seems to be exactly what Toomes was waiting for as he flies back around and gets the upper hand on Peter and starts beating him before taking him into the air and dropping him.

Peter tries webbing Toomes to stop his fall, but Toomes brings him back up and continues to pummel him into the ground, until he's been weakened.

Toomes gets ready to finish him off when he looks and sees that there's a box filled with arc reactors that could be worth a lot and goes to steal them.

Peter starts getting up and sees that his wingsuit energy core is about to destroy itself.

"Your wings are gonna explode!" Peter tries warning him and webs him before he could escape.

"Time to go home, Pete." Toomes tells him.

"I'm trying to save you." Peter states when Toomes cuts the web and just as he thought, the wings die on him and he plummets to the ground.

Not willing to let him die, even after everything he put Peter through, he rushes into the fire and raises the wings off and finds he's still alive.

Peter quickly drags him into an opening where there isn't any smoke or fire and drops and the two onto the ground. Knowing there's only one thing left to do, Peter finishes the job and finally drops from exhaustion.

Luckily for him, Ava was able to get there while following them from Flash's car and picks up her brother and sees he needs to get treated and begins bringing him home.

-

Later, most of Stark's men and Happy make it to the scene and find all of the tech already webbed together along with Toomes with a note attached.

**Found**

**Flying bird guy**

**-Spider-Man / White Tiger.**

**Ps; sorry about your plane**

-

The next day, Peter was all patched up all thanks to Ava when they returned to school where it turns out that Liz is leaving town.

At decathlon practice, they need a new team captain and they decide to elect Michelle as the new captain.

"Thank you. My friends call me MJ." Michelle tells them.

"I thought you only had one friend." Ned remembers and looks to Ava.

"I thought it was a good nickname fo her." Ava defends when Peter gets a message from an unknown number.

**Go to the bathroom**

The message reads and Peter is confused to what this could be and excuses himself.

"Hey, where you going?" Michelle asks him and Peter points away from them. "What are you hiding, Peter?" She asks, still trying to figure out what he's hiding still.

"I'm just kidding. I don't care." Michelle says and Peter leaves, but what Peter doesn't know is that Michelle noticed the almost unnoticeable scratches he got during the fight and is putting the pieces together.

Not only that, but she's also has had a small crush on him ever since he left two years ago. But she wasn't going to tell that to anyone, especially not Ava.

-

Peter goes into the bathroom to find the last person he'd ever expect, Happy Hogan.

"Hey, Happy. What are you doing here?" Peter wonders.

"I really owe you one." Happy tells him. "I don't know what I would do without this job. I mean, before I met Tony-" he was explaining when a toilet flushed and a kid washes his hands before leaving the now awkward moment.

"Quick question, how long have you been here?" Peter wonders.

"Long enough to be awkward." Happy admits. "Boss wants to see you." He explains why he's here.

"Is he here, too?" Peter asks pointing to the stalls.

"In the toilet? No, he's upstate." Happy informs him.

"Upstate?" Peter asks as Happy starts leaving.

"Yeah, come on. Let's go." Happy tells him.

-

While traveling upstate, Peter gets to take a look at the new Avengers facility.

"Pretty impressive, right? They just finished remodeling the whole thing." Happy tells him as he parks and they enter the facility where they watch a quintet take off.

"Oh, there they are." Tony says as he meets up with them. "How was the ride up? Give me a minute with the kid." He asks Happy.

"Seriously?" Happy asks.

"Yeah. I gotta talk to the kid." Tony says.

"I'll be close behind." Happy promises.

"How about a loose follow? All right? Boundaries are good." Tony tells him and pulls Peter forward. "Nice job with the Vulture guy. You've got some mad skills for someone your age. Of course I shouldn't exactly expect anything less from a agent of S.H.I.E.L.D. I was wrong about you. I think with a bit working around the edges, you could become a real asset to the team."

"To the-to the team?" Peter asks, hoping he heard him correctly.

"Yeah. There's about fifty reporters behind that door. Real ones, not bloggers." Tony confirms and opens a display case with a new iron Spider-Man suit. "When you're ready, why don't you try that on? And I'll introduce the world to the newest official me,her of the Avengers; Spider-Man." He asks and Peter can't believe it.

He finally made it. This is what he was told he was destined to be. Fury, Hill, Coulson, they all said that one day he would become a hero.

He was destined to become an Avenger. Now he was being offered a spot on the team after everything he's been through. Fighting criminals, shielding others.

But why does he feel empty inside, like he doesn't want it?

"So, after the press conference, Happy will show you to your room, your new quarters." Tony informs Peter. "Where's he between? He's next to Vision?"

_That's_ it. That's why Peter feels empty inside about doing this. Becoming an Avenger means leaving behind his entire life. His S.H.I.E.L.D. life, his recent life. It would mean leaving Ned, Ava, Coulson, Michelle and everyone else he loves.

"Yeah, Vision's not big on doors. Or walls." Happy warns Peter.

"You'll fit right in." Tony promises, but Peter knows he's not ready to become an Avenger yet. Even if it's what he's always wanted, he needs to be with his family.

Peter backs away from the suit and faces Tony.

"Thank you, mr. Stark. But I'm good." Peter tells him.

"You're good?" Tony asks, not following. "How are you good?"

"I mean, I'd rather stay on the ground awhile longer. I'm used to these big world end of the world adventures, but I need to be the friendly neighborhood Spider-Man for now." Peter admits. When he's older, he'll happily join the team he's been waiting to join, but he's not ready to leave his family.

"You're turning me down?" Tony asks him. "You gotta think about this. Isn't this what you always wanted? To become a hero, go as far as you can go?"

"Yeah, well, what we want isn't always what's best for us." Peter informs him. "I've been Agent S for fifteen years, and being Spider-Man has been helping me have a sense of normalcy. I just want to be planted on the ground, rather than flying high for the rest of my life. I'm not ready for all of this responsibility yet."

"Last chance, yes or no." Tony tells him.

"No." Peter answers, making his decision.

"Okay. It's kind of a Springsteen-y working class hero vibe that I dig. Happy will take you home I guess." Tony says.

"Mind waiting in the car? I need a minute." Happy tells Peter.

"Thank you for understanding, mr. Stark." Peter says and shakes his hand.

"Yes, mr. Parker. You're very welcome." Tony says shaking his hand.

Peter then starts to walk away when a thought comes to mind and he turns to Tony.

"Was that all a test?" Peter asks. "There isn't anyone back there, right?"

"Yes, you passed." Tony assures him before he leaves.

-

Peter makes it outside and looks around the facility knowing when he's ready, he will have what it takes to lead his own team one day. But as of right now, he's staying Spider-Man.

His city needs him and Ava. Spider-Man and White Tiger, the unstoppable team.


	43. Humanity

Peter and Ava were taking an easy day and were even hanging out with MJ and Ned for most of the day before heading home.

When they were on their way home, a sudden quake interrupts them and they look to see Daisy Johnson coming flying in with a box and crashes into the ground.

"Daisy?" Peter asks as he rushes to her side.

"Hey, guys." Daisy greets her friends as she collaps.

"What happened to you?" Peter asks her.

Daisy just hands Peter the box. "Use the Keys, save Fury." She explains and they're shocked to hear Fury is in danger.

-

When they got home, they left Daisy on the couch while Karen did a scan of her and learned she's going to be okay, but she needs rest.

Peter opened the box to find out what it is, and he has no idea what's inside of it.

"Yeah, I have no idea what I'm looking at here." Peter admits seeing a flute, measuring tape, and even a bottle of perfume.

"I'm surprised you haven't tried to play the flute yet." Ava says as she joins him.

"I'm a good cellist, not so good at the flute." Peter admits.

"I don't get this, where'd she even come from?" Ava wonders.

"You get in touch with Coulson?" Peter asks her.

"No, they're in radio silence." Ava tells him.

"These are supposed to be keys to save Fury, but I don't understand how." Peter states.

"What about the box itself?" Ava wonders.

Peter takes a closer look and sees there's an encryption on it.

"What language is that?" Peter asks.

_"It appears to be inhuman._" Karen interrupts.

"Can you translate it?" Ava asks her.

"_Having access to what S.H.I.E.L.D. has been able to learn helps. It appears to have been made in Atarog. It talks about an old Inhuman city in Tibet._" Karen tells them.

"I wonder what the heck Fury's doing there." Peter says.

"We need a jet." Ava informs him.

"Coulson does leave a quinjet in a abandoned parking lot for emergencies." Peter reminds her. "Time to assemble the Next Avengers again."

-

They take the quinjet to Tibet, knowing Daisy will be okay by herself and they explain the situation to the team.

"Oh, this is so exciting!" Kamala says as she's dressed in her super suit along with everyone else.

"I wonder what Fury is doing at an old supernatural city." Kitty wonders.

"When we find him, we will ask." Peter says and they come in for a landing,

"We sure we are in the right place?" Ava asks. "I'm not seeing a city, I see snow, mountains, and my breathe."

"Karen, scan the area." Peter asks and she finds something in a rock formation.

Peter walks up to it and puts his hand out and he walks through the formation and Ava follows him, followed by everyone else.

They look and they're suddenly in an abandoned city.

"Woah, this place is huge." Kitty states.

"How do we plan on finding Fury?" Cage asks.

"Just split up, look for anything Fury would have left for us." Peter says and they start searching the city.

-

After searching the city for a while, they haven't found anything.

"This place is like a ghost town." Luke states seeing nothing here.

"I'm confused." Doreen says as they all meet back up. "Did your A.I. make a mistake?"

"It was made by Tony Stark." Peter reminds her. "I'm sure that it doesn't make mistakes." He states.

"Hey, guys! We found something!" Kitty tells them and they find them and see a graffiti S.H.I.E.L.D. logo.

"Fury was here." Laura says and places her hand to the graffiti to see if she can get Fury's scent when the floor opened up.

"It's a good thing we've all seen _Indiana Jones_." Luke states and they all walk down the stairway.

They walk down the stairs to see where they lead when they watch the floor turning to mist.

"What the heck is happening?" Ava asks when the floor underneath the team disappears and they all fall.

Peter shoots a web at the team to keep them safe from the fall, luckily Luke and Laura have the strength to survive and they see they're in a large opening.

"Okay, we need to get out of here. Kamala, can you grow up and see what there is?" Peter asks her.

"Got it, Boss." Kamala says and starts growing large when crossbeams start coming from the walls and she shrinks again.

More of them start coming out at them and they all rush for cover.

"Does anyone see an off switch for these things?" Kitty asks as she uses her powers to not get crushed.

Ava makes it to a piece of the wall and sees a switch in between a small piece of the wall.

"Wait, Peter, pass me the measuring tape!" Ava calls out and Peter reaches into the box and tosses it to her.

Ava uses the measuring tape to go through the gap and hits the switch that shuts down the crossbeams.

"Oh, so that's how that was a key." Kitty realizes.

"Come on, let's find Fury." Peter tells them as the doors open and they walk out.

-

They go into another almost empty room all except for vines everywhere and a giant egg in the center.

"That's got to be Fury." Doreen says and walks ahead of the when the Vines come alive and start attacking them.

"Are you kidding me!?" Laura asks as she uses her claws to keep the vines from getting her and the others.

"Who's side is Fury on again?" Kamala asks as she grows her fists and swings them around but that doesn't seem to stop them.

"Does anyone have any idea to how we can stop these things?" Luke asks as he uses his strength to stop him from being eaten.

"What about another one of the keys?" Ava asks Peter.

Peter opens the box again and wonders if the perfume would work, like some plants die because of it.

He starts swinging around the room and uses the perfume to take them all out.

"Well, that was weird." Kitty says.

"Come on, let's get to Fury." Peter tells them and they run to the egg where Luke uses his strength to break it open.

Except, it wasn't Fury who was inside as they thought.

They look to see a woman older than any of them, somewhere between Daisy and Coulson's age, wearing red tinted glasses and she has red flowing hair and is wearing a full body suit with a white spot in the middle with lines flying off of it.

"Who the heck is this?" Laura asks and pulls out her claws again, ready to fight this girl.

The woman leaps from the platform the egg was on and now faces all of the kids.

"They call me Web. Madame Web." She introduces herself to them. "Thank you for rescuing me. The Guardian Vines are formidable. And yes, I'll take you to Nick."

"Those things are Guardian Vines?" Kitty asks, looking at the defeated plants.

"We must hurry, and defeat the Mechano." Web tells them.

"The mech-what?" Doreen asks.

"The Mechano. And it will likely be arriving any second." Web informs them.

"What's a Mechano?" Ava asks her.

"Ever hear the Greek myth about the Minotaur in the labyrinth?" Web asks.

"That big wrestler type guy who has a cow for a head?" Luke asks.

"Well, Mechano's worse than that." Web explains when a gigantic robot comes charging at them.

All of them then split up so that it can't get any of them and start trying to find a way to take it down.

"Quick question, how do we know this isn't a trap and you actually kidnapped Fury?" Ava asks when Web runs across and faces her.

"I'll explain everything to you, after you duck." Web tells her and Ava ducks just in time to miss getting hit.

"How'd she do that?" Luke asks as Laura leaps on top of the Mechano to take it down.

"Laura, get off it's back right now." Web warns and Laura decides to listen as the Mechano walks into the wall and she would have been crushed. "Katherine, grab Doreen and use your power." She warns them and Mechano was about to crush the two of them when Kitty grabbed Doreen and saved them.

"How does she know our names?" Luke asks, completely confused.

"You can see the future?" Peter asks Web.

"Not exactly." Web admits.

"Well, does your powers tell us of a way that we can turn this guy off?" Kamala asks as she punches the robot with her enlarged fists.

"There's a high probability you'll figure this out on your own. But just in case, use the keys I sent." Web tells them.

"Wait, you sent them?" Luke asks while holding Mechano's fist from crushing him.

"Less talk, more flute." Web tells them.

Peter reaches and grabs the flute and avoids Mechano.

"Does anyone know how to play one of these things?" Peter asks everyone.

"Nope." Kitty admits.

"Don't do instruments." Laura says while clawing at the legs.

"More muscle than instrumental." Luke tells him.

"Just play it!" Ava tells Peter.

"You asked for it." Peter warns and starts playing, and he's not very good.

"Well, we finally found something you're bad at." Ava says and the Mechano calms down and just walks away;

"Well, that Just happened. Okay, lady. Who are you, where's Fury and what's going on here?" Peter now asks Web.

"In eighty seconds, this room will be filled with insectoloids. So if you don't want to be bitten to death my mechanical-insects, we need to get out of here. I'll explain on the way." Web promises.

-

They now roam the halls where Web is now ready to explain what's going on.

"I don't exactly see the future, I see every possible futures. Every outcome, all probabilities." Web starts off explaining. "Fury discovered my powers when I first joined S.H.I.E.L.D. Since then, I've been his secret asset. He came to me after the death of the Parker's, to see what I could see. Then the next time I saw him was before the Triskelion was destroyed."

"You're how Fury knew he was going to die?" Peter asks.

"I told him faking his death would be the best outcome for in which he could survive. But I also warned him about how it was HYDRA who was after him, including you, Parker." Web admits to Peter.

"So that's how Fury knew what happened to you." Ava tells Peter.

"Fury knew that if HYDRA found out about me, it could mean the end of everything. So after the Winter Soldier _killed_ him, he got me out of there and have been protecting me ever since." Web finishes explaining.

"Okay, yeah, I'm gonna need some proof before making your word." Peter states.

"There was a eighty-three percent chance you'd want proof." Web informs him before putting her hands out and a spider web starts coming in front of them. "This is the Web of Reality." She tells them.

They look and see dozens of events that has already happen, and including several different Spider-Men.

"Is that me wearing a Ironman suit?" Peter asks seeing himself wearing the Iron Spider-Man outfit swinging around New York.

"Okay, I'm convinced." Luke tells them.

"This is how I knew which keys to put in the box." Web explains.

"So Where's Fury?" Kitty asks. "Can't you just predict where to find him?"

"There's nothing easy about my predictions. It's always possible I've missed something. Remember that when you deal with Bullseye." Web tells them.

"Who's Bullseye?" Doreen asks when the wall explodes and they see the said Bullseye Who wears an all dark outfit with a bullseye on his head.

He has several other HYDRA agents with him and Nick Fury.

"Fury! Are you okay?" Ava asks him.

"Do I look okay, Tiger?" Nick asks them.

"Yep, that's Fury." Peter says, knowing him anywhere.

I'll make this simple. Hand over Madame Web, or Fury never sees the sun again." Bullseye tells them.

"There a chance of a third option?" Kitty asks.

"How about neither?" Peter asks before sending a Taser Web at the container holding Fury and then they all start blasting at them all.

"Fury, let's get you out of here." Peter tells him.

"Forget me, just keep Web safe." Fury says.

"I'll stay with him, Tiger. Go!" Peter tells them and they run off.

"What's the plan now?" Fury asks Peter as they're boxed in. "And what's with the suit?"

"Stark." Peter tries explaining.

-

Ava and the team take Web and finally escape from HYDRA.

"I thought we saw the last of these guys." Laura states.

"This is the last that remains of the organization." Web tells them.

"Okay, we need to find Peter and Fury and get out of here." Luke says.

"What's going to happen next, Web?" Kitty asks their fortune teller.

"I...don't know." Web admits. "Everything is in flux. There are hundreds of possibilities."

"Well, that's both good and bad." Doreen says. "Do we survive any of these outcomes?" She wonders.

"A few we all survive, but not together." Web tells her.

"Less comforting." Doreen says.

"What are our chances with getting you and fury out alive?" Ava asks.

"Right now, it's about fifty-fifty chance." Web tells her.

"I can work with that. I've gone up against worse odds." Ava says and starts coming up with a plan.

"Do I need to remind you guys this place is filled with mind bending traps?" Luke asks.

"I'm trying to forget about that." Kamala tells him.

"Actually, those are what's going to help us." Ava tells them and they see her smile and they don't like it.

-

Peter and Fury are hiding out above Bullseye and his men where they don't see them.

"God, I hope Ava has a good plan by now." Peter says as he's holding Fury up on the ceiling. Did you gain weight or something?" He asks Fury.

"You have super strength." Fury reminds him.

"Yeah, well this place is already messing with my mind where I'm sure the gravity of this place is whacko." Peter states. "Let's hope they got Web somehwere safe." He begs.

"Yo! Over here, losers." They hear Kitty call out and look to see Kitty, Ava and Web standing there. "I'm sorry, it's the fact that you looked that's hilarious." She admits.

"Hey, Bullseye, do you have a arrow I can borrow to see if I can get a bullseye." Ava asks.

"Kill them." Bullseye tells his men and they start chasing after them.

Peter and Fury swing next to them as they all start running.

"You have a plan, right?" Peter asks.

"It's sorta a half baked plan." Ava admits. "Split up ahead." She tells them and they all take different routes.

Kitty runs into a corner and is surrounded by HYDRA.

"Nowhere to run, girl." One of them says and Kitty smiles as the doors close and it starts filling up with water.

"Bye." Kitty says before walking through the walls leaving them.

-

With Web, she took her own route with Peter and they were hiding in a corner where they were spotted.

"I thought S.H.I.E.L.D. agents were supposed to be smart." On of them say. "You chose the dumbest spot to hide in."

"Actually, there's a ninety nine percent chance that we won't be spotted here." Web informs them.

"Your math's off. Because I'm looking at the two of you." He informs them.

"Who said it was you we're hiding from?" Peter asks him when a swarm of insectoloids come flying at them and they begin running.

-

Ava and Nick double backed around back to Bullseye and kicks him in the face.

"Looks like I git a Bullseye." Ava quips.

"You're not wining this, kid." Bullseye informs her while he gets back up. "I've gone toe to toe with Hawkeye."

"Oh, I know." Ava assures him as he calls backup and Ava leads them to the last part of the trap.

They all meet back up while on their way in the halls.

"How we doing, Web?" Ava asks.

"Still a fifty fifty chance." Web informs her as they make it to the room with the Guardian Vines.

"Looks like it's the end of the line." Bullseye states seeing they've finally got them.

"Karen, play them a victory song." Ava asks the A.I. and the flute noise comes flying off their suits and everyone covers their ears.

"Please tell me this isn't the plan." Fury begs of them when the flute has awoken Mechano.

"_That_ is the plan." Ava says and Mechano starts rampaging through the HYDRA agents while the team make their escape.

-

The group make it out and find the quintet is still here and is able to get them out of here.

"You guys did good in there." Fury congratulates them all. "With a few more years of training and experience, I think you _all_ have a spot on the Next Avengers."

"Wait, are you serious?" Kamala asks while hiding her shock and squeal.

"So what do we do now?" Peter asks.

"I need to get Madame Web somehow safe, but you'll be seeing me around." Fury promises them before leaving to where he hid an invisible jet of his own.

"This was the strangest experience I've had in a while." Kitty admits.

"Yeah, the same goes for all of us." Luke assures her.

"Come on, let's get you guys home." Peter says as they start heading in the quinjet.

-

Days later...

Madame Web was brought to a new safe house in a secure location.

She was sitting in the field close to her house when a blue spherical portal opens and a man steps out.

He was a tall, black man who wore armor and had muttonchops. But he held something in his hand that looked like a book of sorts.

"You want to know the probability that you would actually show up?" Web ask the man, known simply as Mar Novu.

Also known throughout the multiverse as the Monitor.

"You have the power that can see through the universe. Not just this universe. But all of them." Monitor tells her.

"I can." Web confirms. "And I know about your _Book of Destiny_. I need you to leave this universe alone. It has something coming, something that even I can't see ending clearly. A crisis just as bad as the one you're trying to prevent." Web tells him.

"The Crisis I'm trying to prevent is the end of all life." Monitor tells her.

"If you send that book to this world, you loose one of your seven paragons." Web states while turing to look at him. "Your Paragon of Humanity lives on this world." She informs him.

"What makes you so sure that you found him?" Monitor asks of her.

"First, I can see throughout all of reality. I can see all the way up to the beginning of your Crisis. And one of the seven is Peter Benjamin Parker. They call this child _Humanity's_ _shield_. He is the hero with the purest of will. But unleashing that book will destroy his destiny." Web explains.

"And how will it end for him?" Monitor questions.

"His story has two endings. It's just a matter of if he dies with half of all life, or if he lives with the other half. He has a fifty-fifty percent chance of surviving as of now." Web tells him.

Monitor thinks and sees she has a point.

"Then you need to make sure he stays safe as I still need to search for the other Paragons." Monitor warns her before leaving, taking the book with him.

-

At the Playground, May just got a location on where Norman Osborn has been hiding out and told Coulson.

"Get a team together, we're taking him down." Coulson tells her.

"What about Peter and Ava? Should they get involved?" May asks.

"We'll tell them on the way." Coulson promises.

But what they don't know is they're walking into a trap Norman has set up to get Peter's Spider DNA so he can travel the multiverse.

The game of cat and mouse has begun.


	44. Into the unknown

The S.H.I.E.L.D. team made to the location where they found Trapster. He's not exactly what you'd call a villain, but he is one of S.H.I.E.L.D.s escapees That Norman took with him so they know they're on the right course.

"You fools, you walked into my trap!" Trapster tells them and opens a container with multiple giant squid robots.

"Does he make those jokes often?" Daisy asks them.

"He's annoying, we know." Peter assures her.

"His quips are just...lazy and lame." Kamala tells them as Coulson even brought in the Next Avengers, not taking any chances.

"Let's just finish off these drones." Laura tells them and charges at the robots.

"I'm getting sick of killer drones." Peter states and Daisy sends a shockwave to destroy multiple of them.

"I can't believe we were sucked in so easily." Ava stats's as she finishes off one of the drones.

Another of them grabs onto Luke but is immediately destroyed by Kamala as she punches it.

"These things are a piece of cake." Kitty says as she runs through their skin and takes them down from within.

"Place is cleared, Coulson." Daisy assures them as the rest of the S.H.I.E.L.D. team enter and look around.

"That _was_ surprisingly easy, wasn't it?" Ava asks Peter. That's when she realizes he's not even here. "Wait, where's Spider-Man?" She asks and they all look to realize while they were distracted, he was taken.

-

Peter later wakes up to see he's in a cell with a glass wall and now is getting worried.

"Oh, what fresh hell is this?" Peter as as he stands up to see he's in a different location.

"Spider-Man." A new voice Peter never heard before says and he looks to see someone old with mechanical arms. "Or should I call you by your real name, Peter Parker?"

"How do you know my name?" Peter asks while looking at this freak show.

"My name is doctor Otto Octavius, I guess your parents never mentioned their old partners. I am the twilight of your creeping existence." The guy tells him.

"Great, a new psycho. You know what, I'll call you doctor Octopus If is all the same to you." Peter informs him.

"I should warn you not to mock me, since you are the one in a cage." Otto informs him.

"Yeah, well I won't be for long." Peter promises.

"Once I dissect you and learn your secrets, I will become the most famous doctor in the world." Otto informs him.

"Did you say dissect? I'm pretty sure I heard the word dissect in that statement." Peter says.

"But I just need some of your blood for my end of the deal to be completed." Otto says.

"Your deal?" Peter questions.

"With me." The voice Peter is all too familiar with says and he turns to see the one and only Norman Osborn is back. "It's been a long time, Agent S."

"Not long enough." Peter states looking at him with anger.

-

Back with the team, Coulson has Fitz-Simmons on the Bus searching for him but can't find anything.

"_Whoever did this knew we wouldn't resist coming. Stay sharp, be ready to when we find him_." Coulson tells them from their com link and hang up.

"Come on, He's our friend. We can't just stand here." Luke says.

"Nobody said that's what we're doing." Kitty informs him. "But what can we do?" She asks when they see one of the drones release a small robot and it starts walking away.

"You thinking what I'm thinking?" Daisy asks Ava.

"Follow the bug." Ava says and they all start following it to wherever it's going.

-

"So that's how you know who I am." Peter tells Otto looking to Norman. "But why do you need my DNA?"

"We have perfected a device that allows me to travel in between cracks in the universe, and travel to other universes where I can find the perfect spider specimen to build Norman's spider army." Otto explains as a small drone steals some of Peter's blood and he starts to synthesize the blood. "All I need to do is find the spider-gene and use it as a tracker." He explains.

But while they weren't looking, Peter was able to break out of the cell.

"Yeah, those cells aren't much different to what S.H.I.E.L.D. has put me through." Peter informs them.

Norman then calls his glider and starts fighting off Peter.

"Missed me." Peter says as he moves out of the way.

"With that arachnid Army I will put together with the multiverse's Spider-Man, I will destroy everything in my path. S.H.I.E.L.D., the Avengers, nobody will ever be able to challenge me." Norman says.

"Wait, how do you even know if the multiverse is even real?" Peter asks.

"With this." Norman says as he holds up a small device. "And after it absorbed the energy from Electro, I will go anywhere I wish." He states.

Suddenly, the wall explodes and they all look to see the team has arrived.

"Uh...what's going on here?" Daisy asks, seeing the old man with robot arms and the Green Goblin.

"I'll explain later, but right now we need to stop Norman before he starts traveling the multiverse." Peter tells them as he avoids the Goblin's missiles.

"Did he say multiverse?" Kitty asks.

"I've learnt to just roll with it." Ava says and they start getting attacked by Otto.

"Spider-Man, you're on your own for now." Luke tells him.

Peter is swinging above them, trying to stop Norman from getting away.

"_Download Complete._" A voice says and Peter sees the device Norman plans on using has his spider genetics locked on for the multiverse.

"Finally." Norman states and pushes a button on the device that opens a blue, spherical portal. As he starts flying off into it, Peter webs onto his glider and gets sucked into the multiverse with him before the breach closes.

The team looks after defeating Otto, and now all they see is Peter and Norman are gone.

"Where'd they go?" Doreen asks.

-

With Peter and Norman, they're flying through what could only be described as a blue hallway and Peter hears whispers and calls from people who would like him, just...older.

Peter sees an end of the hallway and see a world that definitely isn't earth.

He exits the breach/portal thing and the two have been separated as Peter starts falling from the sky and sees nothing but explosions and ships flying around.

"What the-spaceships?" Peter asks as he makes his way to the ground and lands on what he thinks is a building as he looks around. "Where am I?" He asks when he sees a poster.

Guardians of the Galaxy

But that's not the strangest thing. _He_ is on that poster wearing a red and gold suit, right next to a tree and a taking raccoon.

Peter looks in shock as his eyes go wide as possible and he puts his hands to his head.

"WHAT THE FU-?!"

—————

**_Yeah, sorry for this one being so short, but I just needed this one to set up the spiderverse itself._**

**_There will be a few chapters and each of them will be focusing on that universe's Spider-Man _**

_**And**_ _if anyone has read my other Spider-Man book titled Peter Parker, Guardian of the Galaxy **that's the universe we're in now. **_


	45. Galaxy's greatest heroes

Alternative Peter's POV;

All right, let's start at the beginning one last time.

My name is Peter Parker, and when I was five years old, I was kidnapped by aliens along with a raccoon. While I was taken, they intertwined my DNA with spider DNA giving me incredible powers.

As for the raccoon, they gave him the intelligence to talk, use higher brain functions and more and goes by the name Rocket. Who later became like a father figure to me.

After some time, we were able to escape and met up with a new friend of ours, Groot. The three of us became an unstoppable bounty hunting team. I never returned to earth because I didn't want them to see what it is I have become.

Fast forward ten years, that's when we met up with Peter Quill, Star Lord. We were going to get a bounty off of him, but a week later we ended up fighting Ronan the Accuser, with an infinity stone. Teamed up with Gamora, the daughter of the mad Titan Thanos, and Drax the Destroyer.

Afterwards, we were known as the Guardians of the Galaxy.

Then a few years later, we met up with Peter's father, Ego. Blah, blah, he was an evil planet, wanted to destroy all life in the universe. We blew up his brain and made a new friend, Mantis.

Then a short while afterwards, we got a distress call from an Asgardian refuge ship that was under attack. But by the time we got there, there was only one survivor.

Thor Odinson, god of thunder.

He explained how that Thanos was the one who destroyed the ship in search of the space stone as he already got the power stone from Xandar. So in order to help stop Thanos, me, Groot and Rocket offered to go with him to Nidavellir to get a Thanos killing weapon, Stormbreaker.

But when they got to earth, it was too late as Thanos had all but one of the infinity stones. We and the Earths Mightiest Heroes, the Avengers, fought him off the best we could, but he got though us and...he killed half of all life.

I felt my entire body was feeling sick, my powers were warning me it was the end. The next thing I knew I was turning into dust.

After that, the next thing I remember is waking back up in the jungle of Wakanda where apparently five years had passed. And all of the universe was assembled to fight off Thanos.

Before we fought him, I used a powerful arc reactor to bring their android back to life they call Vision.

During the fight, I got ahold of the gauntlet and used my suit to keep one of the stones away from the gauntlet so if Thanos did get them again, he couldn't kill us all again.

My plan worked as when Thanos got the gauntlet, he thought he had won but then Thor sliced off his head, ending the Titan. Then they destroyed the Soul stone to save a friend of theirs, Natasha Romanoff.

That's when Rocket told me mostly everyone in my family was dead, all except my aunt May. But that's when I thought I needed to choose between having a life on earth, or to keep traveling the Galaxy with my new family.

I met back up with May, my best friend Ned, and my crush Michelle Jones. It turns out that none of them stopped looking for me over the years.

Promising to keep in touch and giving her a communicator, May understood I couldn't just leave my family. I chose to remain a Guardian of the Galaxy.

Not only that, but I even asked MJ to join us since she didn't have any family left on earth, and since I was offering her the adventure of a lifetime, she agreed.

Fast forward ten years, I'm in my late early 30s and am married to MJ now and we have have a child, Eliza Parker.

She has her parents brains, but her father's heart and her mothers don't-take-nothin' attitude. Which is amazing considering she's only ten years old.

-

Normal POV;

Right now, the Milano is flying down to Xandar that is currently under attack by a new guy, Kang the Conqueror.

He and his forces are invading Xander looking for something unknown. And he's not afraid to destroy worlds to find it.

"Okay, am I the only one seeing a sword spaceship?" Peter asks looking out the window.

"You're not the only one." Quill confirms.

"_Guardians?_" Nova Prime calls them on the communicators. "_Kang the conqueror is attacking. Were evacuating everyone as fast as we can, but we need more men on the ground."_ She explains the situation to them.

"Relax, Nova Prime, the Calvary is here. No problem we can't punch, no payment we won't accept." Quill tells her.

"MJ, Eliza, everything okay back there?" Gamora asks as the two of them are working on the controls that are getting damaged.

"Were working on it!" MJ replies while putting out a fire with her foam webs.

"Okay, Rocket, take over controls." Peter tells his raccoon father. "We're going down there to give them a hand." He tells the rest of them and they follow.

"Let's go kick some Kang." Quill says agreeing and they start leaving.

Peter was the first to make it to the hanger doors and Mantis got them open for the team and they see it's a million foot drop between them and the ground.

"Alright, let's jump..." Quill was in the middle of telling them when Drax just leaps out of the Milano. "As soon as we're low enough!" He yells to Drax.

"Was he even wearing a jet-pack?" MJ asks.

"He doesn't even wear a shirt." Peter reminds her. "He and his sensitive nipples." He mumbled before he and Quill leap from the ship and start flying around and destroying the ships while Quill saves Drax from certain death.

"_Peter, how's it going?_" Gamora asks him from his com link as he flies and blasts every enemy ship he comes across.

"Goin' fine, Gamora." Peter tells her when his senses go off and he turns around to see something new flying at him.

It was someone flying onboard a glider like device, and he was coming after Peter.

Peter tries blasting him, but the glider seems to be even stronger than these ships.

"This is a new one." Peter admits and flies after him.

The man flies and avoids every attack from Peter before grabbing him by the throat.

"A Guardian of the Galaxy. I should have known." The freak tells Peter.

"Am I supposed to know who you are?" Peter asks this guy before blasting himself free and starts to glide to the ground to figure out what's going on.

-

On the ground, original Peter is swinging through the city trying to figure out where he is.

"Karen, can you hear me?" Peter calls for his A.I. that appears to have stoped working since he followed the Green Goblin, Norman Osborn into that dimensional portal.

"Okay, so Norman dragged me through a portal to some parallel Earth. Except I'm not even on earth, and I'm apparently a part of a team of heroes known as the Guardians of the Galaxy." Peter recaps everything he's learnt and looks up to see the giant sword shaped ship.

"Okay, focus, Peter." He tells himself while looking around the strange alien world he's on. "This place is incredible. Okay, step one; find this reality's Spider-Man. Spent two; stop Norman from collecting his DNA. Step three; take a selfie somewhere to make Ava and Coulson jealous when I get home." He lists and sees there are people in trouble with some evil robots.

"Oh, no you don't. This may not be my world, but I still need to help." Peter states and swings in and kicks the evil robot back from the civilians.

"Greetings, robots. Seeing as you're most likely evil robots, this is going to be fun." Peter tells the robots while sending a taser web at the robots, taking them down.

"Wow. You know, for advanced technology, I expected it to be a bit more...advanced." Peter says when his senses go off and he turns to avoid getting blasted by a robot as it gets defeated by someone who looks a lot similar to Iron Man, but also Spider-Man.

The man lands across from Peter and he comes face to face with this reality's Spider-Man.

"Whoa." Peter says seeing the alternative version of himself. "You're Spider-Man...but who are you?" He asks his duplicate as he walks up to him. "Are you me? How old are you? And what's up with the suit? Trying to copy Stark much?" He wonders.

The alternative Peter doesn't answer and grabs him before tossing him into a wall.

"Great. So who created you? Kree, Sovereign, you an android, clone imposter?" Iron-Peter asks his alternative, younger self.

"Android? Clone? God, your life sounds so much cooler than mine." Peter admits and stands back up. "No, I'm none of those things. I'm here to help you. You're in danger." He tries explaining.

"Yeah? Well, welcome to every day of my life." Iron-Peter informs him.

"Look, I'm you. I know what I'm going to say sounds crazy, but I am Spider-Man. This is gonna be hard to believe, because even I find it hard to believe. I'm from a parallel universe. I did mention I'm not crazy, right?" Peter asks.

The Iron-Peter just scoff/laughs and retracts his mask to show Peter his older self.

"Wow. I'm old." Peter comments on his looks while removing his own mask.

"I'm in my late twenties. You look like you just got my powers. And I was five at the time." Iron-Peter informs him.

"Hey! I'm fifteen and have had these powers ever since I was born." Peter states.

"Okay, back to the part where I'm in danger?" Iron-Peter asks him.

"Right. Sorry. There's someone from my reality who's here and he's after your DNA." Peter explains to him.

"Let me guess, tall, green, face like a Skrull?" Iron-Peter asks referring to the guy he was fighting earlier.

"What's a Skrull?" Peter asks, never hearing of those things before when both of their senses go off and they turn and avoid a missile coming in and they look to see the Green Goblin has caught up with both of them.

"Well, Well, Well. Look who made the trip." Norman says to Peter. "And you already made a new friend. Looks like you're a hero in this reality as much as you are in ours." He states.

"You know this guy?" Iron-Peter asks his younger self while placing their masks back on.

"He's been trying to kill me for the past several years." Peter explains as Goblin comes flying in to attack them.

Both of the Spider-Men go charging in to stop him.

Peter swings up and tries to kick him, bit Norman predicted it and has upgraded his armor and throws him away.

Iron-Peter comes flying in and Norman sends a missile at him, sending him flying.

"Okay, take this." Iron-Peter tells Norman before raising his wrist to shoot out a taser missile. But Norman was able to take it and hitting Peter, causing him to drop in pain.

"No!" Peter shouts, seeing Spider-Man down.

Seeing he's down for the count, Norman sends out a small drone and it collects the Spider-Man's blood.

"Now I have what I came for, on to the next." Norman says as he opens a new portal and disappears into it.

"You're not getting away this easily!" Peter promises before webbing Goblin's glider and gets pulled into the portal with Norman.

Iron-Peter later wakes up and sees the Goblin guy and his younger self is gone.

"Well, that just happened." Peter says when the Milano comes flying down and lands.

"You okay, Pete?" Quill asks as he helps him get back up.

"Yeah, I'm fine. Had a run in with some weird version of myself from an alternative reality who was fighting a Goblin like villain." Peter tries explaining.

"You sure you didn't hit your head, kid?" Rocket asks him.

"Where's Kang?" Peter wonders, changing the subject.

"He escaped, he appears to be on a course to earth." Mantis tells them from inside the Milano.

"We gotta get there and warn the Avengers." Peter states and they head into the Milano.

-

Back with Peter, he is once again traveling through the blue hallway once more to another parallel universe.

He already has the DNA of one Spider-Man, who knows how many realities he plans on going through to get their DNA.

Once he makes it to the next reality, he sees it looks like he's back in New York. Or at least Earth.

He leaps and grabs onto the side of a building and starts trying to connect with Karen, but she's still not working. Meaning he's still not home.

"Well, at least its Earth. Maybe I can find a alternative version of me before Goblin does." Peter says when his senses goes off.

"Hey! What do you think you're doing?!" A female voice says and Peter turns to see someone else is on the building with him wearing a white suit, black boots and a hood.

"Okay, this is new." Peter says looking at this new Spider-Man...Spider-Woman. "Look, we need to talk. I'm Spider-Man. You from a parallel world." He tries his best to explain.

"Wait...that voice." The girl says sounding shocked before she drops to the building roof and Peter follows her before she pulls off her mask and now it's Peter's turn to be shocked.

"Gwen?" Peter asks, and takes off his mask to make sure his mask isn't lying as it is in fact Gwen Stacy.

"Peter?" Gwen asks and the two point at each other.

"You're supposed to be dead." They tell the other.

This is an unexpected surprise.


	46. Back from the dead

Gwen's POV;

All right, everyone. Let's start at the beginning one more time.

My name's Gwen Stacy, I was bitten by a radioactive spider. And for the last two months, I have been the one and only Spider-Woman.

Before then, I was known as Spider-Ghost, an agent of S.H.I.E.L.D. I fought villains, monsters, criminals...but there was one mission that stands out.

It involved my best friend and partner. His name was Peter Parker, Fury brought him in to see if he could be like me as he had powers like mine.

But once HYDRA came along and turned him against me, he became a monster that I couldn't stop. It ended with him dying, even when I tried my best to to save him.

So I decided to leave what was left of S.H.I.E.L.D. There was no use staying after he died.

After that, I decided to focus on saving people more than anything else.

The hard part was keeping my parents out of the loop that I had powers.

So imagine my surprise when I find out my best friend is actually alive and is known as Spider-Man.

-

Normal POV;

Peter and Gwen are just looking at each other in complete shock at to who they're seeing.

"You died." Gwen tells Peter.

"The same could be said about you." Peter tells Gwen.

Gwen just walks up and touches Peter's chest to make sure he's at least real before engulfing him onto a hug.

"I've missed you so much." Gwen tells him.

"I've missed you, too." Peter says as he hugs her back.

Gwen releases him and looks at his face.

"You're not from here, are you?" Gwen asks him.

"No." Peter admits to her. "I'm from a parallel world. I'm here to help keep you safe, you're in danger." He explains.

"What, is it Thursday already?" Gwen asks and Peter chuckles at her sense of humor.

"Look, a villian from my reality called the Green Goblin is after you." Peter tells her.

"Green Goblin?" Gwen asks. "Sounds like something Fitz or Simmons would make up." She admits.

"Actually, Fitz is the guy who named him that." Peter informs her.

"I shouldn't be surprised." Gwen says when their senses go off and they quickly place their masks back on.

They turned to where their senses are guiding them and Goblin comes flying in and starts blasting them both.

"Well, well. Look at this. An old friend of ours, Parker." Norman says seeing it's Gwen who is this realities Spider-Man.

"Do I know this guy in your reality?" Gwen asks Peter.

"Uh...he...sorta...killed you." Peter admits to her.

"Oh..." Gwen says, not knowing how to respond to being told the man who murdered you is right there in front of you.

Norman comes back in and starts blasting more rockets at the two of them and they both use their skills to avoid getting hit.

"Follow me!" Gwen tells Peter and they escape while Norman couldn't see them.

Once the smoke cleared, Norman sees that the two Spider-Children have escaped.

-

Gwen and Peter escaped into the sewers where Goblin isn't likely to be able to find or follow them.

"Come on, these tunnels go on for miles. If your friend follows us, he can't find us." Gwen tells him and they start walking through to find a new way out.

"So, you knew my doppelgänger?" Peter asks the question hanging over his head for a while.

"Yeah. We were recruited into S.H.I.E.L.D. around the same time...he became my best friend." Gwen tells him.

"What happened to him?" Peter asks.

"You sure you want to know?" Gwen asks him, hoping he doesn't.

"I'm not afraid to know." Peter says.

Gwen takes a minute to get a grip on herself. "Follow me." She tells Peter and starts leading the way.

-

Gwen brought him to a place she's all too familiar with. The grave where her best friend is buried.

"Peter Parker...is dead?" Peter asks Gwen.

"Yeah..." Gwen admits.

"Wow." Peter says, not knowing what else can be said.

"I tried to save you. But when S.H.I.E.L.D. collapsed, HYDRA got ahold of you. Turned you into a soldier for their cause. I did everything I could, and you were able to break free of their mind control. But ended up sacrificing yourself, and me. I... just couldn't live with myself afterwards. So I decided to leave S.H.I.E.L.D. and become my own hero." Gwen tells him while putting her hand on the tombstone. "I regret not going back to save him ever since."

"Gwen, if you went back and got killed with him?" Peter asks. "Would he have wanted that?"

"It's better than living with the thought of if I could have saved him." Gwen tells him. "I froze when he needed me most."

"Gwen, there isn't anything wrong with being afraid. Especially in our line of work, it's always going to happen in our line of work. But we have to keep moving. Tags what you told me at least." Peter tells her.

"Really?" Gwen asks.

"Yeah." Peter admits when their senses go off and they see someone new coming down.

He was a man wearing a full suit of armor and had a tail with a stinger on the back.

"Scorpion!" Gwen says, annoyed that he chose the worst time to show up.

"Look at this. I escaped prison to kill a Spider-woman, and now I get to kill two different spiders." Scorpion states.

"Come on, Mac. Don't you ever give the whole revenge thing a rest?" Gwen asks him.

"Not until I finally finish you off!" Mac says and sends his tail at her.

Peter webs Gwen and stops Scorpion from getting her, not ready to have her die a second time. Once she was at a safe distance, Peter leaps and kicks Scorpion in the back sending him flying.

"This isn't my first enemy, but it is my first that was based off of a scorpion." Peter admits when Gwen's senses alert her of something and she turns and sees Norman has caught back up with them.

"Hello again, my dear." Norman greets her.

"You might've been able to kill me once, but make no mistake, that's not happening here." Gwen promises him.

"We shall see about that." Norman says and starts shooting from his machine gun and Gwen flips to avoid the shots.

As for Peter, he's still trying to hold back Scorpion.

"This is the weirdest fight I've had in..maybe a week." Peter admits since this seems to be a pattern with these fights and enemies.

"Do you ever stop talking?!" Scorpion questions as he keeps trying to poison Peter.

"Maybe, but where's the fun in that?" Peter asks him when he looks and sees Gwen is fighting Norman. "Okay, let's wrap this up." Peter says seeing he needs to help Gwen.

He sends a taser web to shock Scorpion along with a web grenade to keep him occupied.

Gwen runs and flips off of a nearby tree and kicks Norman in the face.

"You are more impressive in this reality than in mine, my dear. But we need to end this." Norman says before he uses a syringe and when Gwen comes in to punch him, he stabs her and steals a sample of her blood.

"And now I don't need you." Norman says when he gets hit in the back and goes flying off of his glider.

"I told you, not this time!" Peter reminds Norman.

"You are becoming a serious pain, but I have what I came for. So now I no longer need you." Norman says and he opens another portal and calls his glider.

"I...gotta go." Peter tells Gwen, but now it feels like he's loosing her all over again.

"I'm gonna miss you, Pete." Gwen says and removed her mask and Peter sees the tears in her eyes.

"Me too." Peter tells her and removes his mask to look her in the eyes one last time.

They stand in silence for a second until Gwen quickly pecks his lips.

"I never got to tell you how I felt about you before." Gwen explains.

"We wer a thing in my reality, you know." Peter tells her.

"See you around, Spider-Man." Gwen says and places her mask back on.

"Catch ya later, Spidey." Peter says as he runs and leaps into the portal to the next reality.

As soon as he left, Gwen refocused her attention on Scorpion who has been knocked unconscious from the taser web Peter shot him with.

"Come on, let's get you to the NCPD where it's safe, Mac." Gwen tells him and starts dragging the mercenary back to prison.

-

Peter is back traveling through the rabbit hole to a whole new world.

After two crazy worlds, there's no way it could get any weirder, could it?

He exits the breach and quickly shoots a web and lands on a rooftop and looks around to see this isn't New York.

"Where am I?" Peter questions before making his way to the ground where he sees a newsreel playing.

"_Spider-Man and the Flash, along with help has stop an attack of warrior super gorillas that has charged through Central City._" The news tells the people.

"Super gorillas? The Flash? Okay, I wasn't expecting this." Peter admits.


	47. Guardian of Central City

Alternative Spider-Man's POV;

Okay, let's get this over with. To understand how this story started, let's start at the beginning one last time.

When my uncle was shot, I was sent to live with my aunt May in Central City.

While there, I made friends with Ronnie Raymond. And over the years, I have been using his powers to keep people safe as the one and only Spider-Man.

After all, with great power, comes great responsibility. But one day, my responsibility got a whole lot weirder.

A particle accelerator exploded, sending waves of energy throughout my city and gaining people extraordinary powers. Some could turn to poisonous gas, make other people angry, even one guy who could duplicate himself.

Then later on I met Barry Allen, the Flash. Me and him have become an team, working alongside each other and fought the most dangerous enemies together.

One guy from the future named Eobard Thawne, or the Reverse Flash as my friend Cisco named him.

A psycho from an alternative universe named Zoom. Even my own doppelgänger who was a psycho and believed Venom was his friend.

Over the years, I've been growing closer to my friend Caitlin Snow to where I've developed feelings for her. Once I told her how I felt, she admitted she felt the same way...or it could've been the other way around.

This year, we're dealing with a god of speed that calls himself Savitar. He was released from his prison thanks to Wally, so now Barry went in to Speedforce to save him, leaving our world without a speedster.

-

In Star labs, Cisco has just sent Barry into the Speedforce in order to save Wally.

As soon as he leaves, Peter's alert in his phone goes off.

"What's wrong?" Caitlin asks him.

"A...temporal anomaly has been detected by Fox's satellite's tracking dimensional activity." Peter tells them.

"What does that mean?" Joe asks.

"It means we might've have chosen the wrong time to get rid of Flash." Peter says as he shows them the footage of a man in a Goblin outfit and a glider.

"Yo, that outfit is sick in both scary and menacing." Cisco states.

"I've gotta go find out who this is." Peter tells them and grabs his mask. "If something happens, give me a call." He says before leaving.

-

The Goblin is flying around while terrorizing the people of the city. Everyone's running as they're wondering where the Flash is as Goblin is still looking for one man.

"Where are you, Wall Crawler?" Goblin asks when he gets kicked off of his glider and he turns to see the red and black suited Spider-Man.

"You called?" Peter quips.

"Ah, this world's version of Spider-Man. Nice. Very experienced." Goblin comments on his outfit.

Peter leaps down and grabs Goblin by the chest-plate and raises him to his face.

"I don't know if you've heard, but I'm the inner dimensional sheriff around these parts, and you're trespassing on my turf." Peter informs him. "And also, what's with the suit? Costume shop out of Santa Claus outfits?" He asks.

"Your quips get more agitating the more universes I travel to." Goblin informs him. "And I've come for you!" He states and punches Peter, sending him flying.

Before he could hit the ground, a web comes in saving him and brings him away from Goblin.

"Hey, it's okay. I've got ya'." The younger Peter says as the black and red suited Peter looks to see his younger self.

"This is a new one." Peter says and gets back on his feet. "Thanks for the save. Now who are you?" He asks.

"I'm...Peter Parker. And I've come to help you stop that maniac." Peter explains to his older self. "By the way, that black and red is amazing."

"Yeah, I had a friend of mine help me make this. So you know that cuckoo bird?" He asks his younger doppelgänger.

"He's an enemy of mine." Peter explains to him.

Peter was about to ask him more when his suit goes on the fritz.

"Oh, great, I need to head to Star labs. You can explain everything to me on the way and to my team." Peter tells his doppelgänger and starts leading the way.

"Wait, I have a headquarters? And a team?" Peter asks before following him.

-

Peter explains who the younger Spider-Man is and where he came from and now he starts explaining what's happening.

"We call him Green Goblin." Peter tells them.

"Hmm, dope name." Cisco comments.

"He's been traveling through the multiverse, attacking multiple Spider-Men and women in every reality and is stealing their DNA so he can create an army of Spider-Men. He's already got the DNA of three different Spiders, I need to stop him." Peter finishes explaining.

"Right, because our city doesn't have enough problems." Joe comments on this information.

"Look, as long as your Spider-Man is here, he's safe." Peter promises when he looks at his doppelgänger who realizes something.

"I'm not the only Spider-Man." Peter informs him.

"What?!" Peter asks.

"I've been training a new kid. Miles Morales." Peter explains.

"If he gets his DNA and gets away, I will be trapped here forever." Peter says, starting to freak out.

"Hey, hey, settle down Spider-Kid. We can just start track that glider of his." Cisco tells him and Caitlin starts doing that.

"Oh no, he's headed straight for Miles." Caitlin tells them.

"I've gotta go." Peter tells them and starts leaving.

"Not without me, you're not." His older self informs him. "Miles is my responsibility."

-

Goblin heard rumors of this second Spider-Man and runs into the new black and red Spider-Man.

"What a young Spider-Man." Goblin comments on his age.

"Hey! I'm fourteen." Miles informs him before rushing in to fight him.

Norman just grabs him by the neck and releases another drone.

"Such an inexperienced Spider-Man as well." Goblin states when someone webs the drone and Goblin looks to see the next two Spider-Men come flying in and both come in punching.

"That's three against one, Gobby." Peter tells his enemy.

"Three Spider-Man in one universe, you think this is a bad thing?" Goblin asks him. "It just means that I can collect the DNA of two different Spider-Man's at once."

"Collect our DNA? Three in one?" Miles questions, trying to figure out what's happening.

"Yeah, I'll catch you up later." Peter promises his kid.

Goblin starts shooting rockets at all of the Spiders and they all run and duck for cover.

"_The itsy bitsy Spider went up the water sprout. Down came the Goblin, and took the spiders out!_" Goblin starts singing and activates his machine guns.

"I hate that song." Peter states.

"_It was kinda on the nose, don't ya think?_" Cisco asks through the comms.

"You wanna tell him that?" Peter asks his friend before an explosion goes off and sends him into a building, knocking him unconscious.

"Spidey!" Miles shouts, seeing he's unconscious.

Goblin sends a drone at him and gets ready to finish him off when miles swings in and goes to punch him and feels energy searing through his veins and he punches Goblin, but with an added venom strike and he topples to the ground.

"What was that?!" Peter asks the kid. Hey, he beats Miles by two years.

"I have no idea." Miles admits and looks at his hands.

While he wasn't looking, Goblin picks up his Peter, getting annoyed by him constantly following him.

"You're still vainly following me, I see." Goblin says.

"You know, I have a _Frequently Alternate Universe Hopper_ ticket." Peter informs him before grabbing him and flips Goblin over his head. "I collect points with each world I visit. I'm saving up for a new motorcycle." He says before kicking Goblin.

"Up will not win this!" Goblin promises.

"Get Spider-Man out of here." Peter tells Miles. "I'll take care of this freak." He promises.

Mikes sees his mentor needs help and he knows he can't handle someone like this Goblin quite yet. He decides to listen and starts trying to pick his Spider-Man up and starts swinging away.

"Come on, Osborn. Let's rumble." Peter tells his enemy and goes clashing in and the two began to fight hand in hand.

"I won't allow you to stop me. Once I return to our reality, I will end everything you know and love." Gob,in tells Peter.

"Not gonna happen, Spock!" Peter says while using his webs to spin goblin around and sends him flying.

"_Ha! Spock. Because of the pointy ears._" Cisco says while chuckling.

But when Peter threw Goblin into the air, he called his glider back so he can start hunting the young Spider-Man.

"That's not good." Peter sees and starts chasing after him.

-

Miles swings as far as he could before dropping as he climbs one of the tallest buildings in Central City to give him some time to wake up Peter.

"Yo, Spidey. I kinda need you. We never went over how to stop psychos dressed like a Goblin in training yet." Miles says and starts smacking Peter to try to wake him up when his senses go off and he turns to see the Goblin caught up with him.

"Hello again." Goblin greets.

Miles looks at Peter and sees he's on his own and gets ready to defend his mentor. He watches as Goblin readies his guns again when Miles shoots a web to stop him.

"Nope. Sorry, that's cheating." Miles tells him and Goblin comes flying in to crush him.

Miles flips and avoids it, but Goblin saw that coming. What he didn't see was when Miles goes invisible to attack.

"Ah, a new ability. That's something I haven't seen in previous Spider-Men." Goblin says but then uses his heat sensors to track Miles and punches him as he gets close enough.

Miles takes the hit and gets ready to use that venom strike again until he realizes he can't focus hard enough to control his powers and goblin grabs him.

Goblin releases a drone and Miles tries fighting back, but goblin is ten times his strength.

"Not so easy when your on your own, isn't it?" Goblin asks as the drone collects his DNA.

"One spider closer to my ultimate goal." Goblin says and is ready to kill Miles when a web gets thrown in his face and drops Miles.

Miles looks back to see Peter is back up and ready to fight again.

But before anyone did anything else, the younger Spider-Man comes flying in and punches underneath his glider, making it go on the fritz as Goblin opens a portal.

"Well, it was nice meeting you guys, but I've gotta go rescue the next Spider-Man, or woman, or child, or...you know what? I wouldn't be surprised if I was a pig by this point." Peter admits while leaping off the building and falls straight into the portal.

"So...that was a different version of you from another dimension?" Miles asks Peter.

"Yep." Peter confirms.

"There's a multiverse?" Miles asks.

"I thought you learnt that after the whole gorilla thing." Peter states. "Come on, let's head back to Star labs and see what we can learn about that taser ability of yours." He says and the two swing off to the labs.

-

Peter is still chasing the Goblin, and he starting to get used to this whole breach thing as he's just gliding through it and is just waiting for the next universe.

But when he makes it to this new reality, he sees he's a hundred feet in the air and there isn't many buildings nearby he can use to swing to savfety.

As he falls, a web catches him and drops him on the ground safely.

"Okay, let's see where I am now." Peter says and gets back up. "Karen, you there yet?" He calls out for his A.I. and still gets nothing back from anyone.

"Great, I'm still not home." Peter says and starts walking out of the alley. "I've gotta find this universe's Spider-Man and yada, yada, yada, etcetera, sage his life." He says since hearing himself say this plan over and over is getting annoying even to him.

"_The crime rate has never been higher, and yet we're praising this so called hero_?" A voice Peter is all to familiar with questions.

"Jameson?" Peter asks, knowing his number one hater anywhere. But he's usually a web broadcaster, not on a news broadcast. "And his voice sounds..different." He says when he looks and he looks towards the screen to find...a girl J. Jonah Jameson.

"Okay...that's new." Peter says.

"Hey! What were you doing?" A female voice calls out and Peter looks to see where it came from when he gets pulled into an alleyway. "Pretending you're able to fly or something?" She asks and Peter looks and can finally see her.

And it turns out she's Spider-Man...well, another Spider-Woman in this case. The weirdest part is she looks exactly like him.

This can't get any crazier.


	48. Spider-Woman

Spider-Woman's POV;

My name is Petra Parker, and I am the one and only Spider-Woman.

Before I was Spider-Woman, I was a part of an organization called S.H.I.E.L.D.

I was raised by my aunt Pennie Coulson and director Nicole Fury. Over the years, I became S.H.I.E.L.D.s greatest agent and asset.

So good that Nicole thought I would be good enough to train the newest recruit Alex Ayala, the White Tiger.

But once S.H.I.E.L.D. collapsed and I was free of the mind control of HYDRA, I left the organization to make up for my deeds they made me commit. I became Spider-Woman. I went by that name because it was a nickname my deceased boyfriend, Greg Stacy, used to call me. Spidey.

Then after a while, I was approached by Tina Stark about how Miss America has gone rogue. I decided to help and afterwards, she let me keep my new suit.

Then I ended up fighting someone new, Amelia Toomes, the Vulture. After defeating her and sorta crashing the Avengers plane, Tina offered me a spot on the Avengers but I refused.

This city needs me, without Spider-Woman, they would collapse.

But nothing prepared me for this.

-

Peter is looking at the female version of himself and knows this might just get burned into his psyche for some time.

"That was so dangerous! I mean, you were almost street pizza!" Petra informs Peter.

"Pretending to what?" Peter asks, not following her.

"I'm sick of rescuing fakers and wannabes. You're putting yourself in danger by doing that." Petra tells him.

"Me? I'm sorry, what?" Peter asks.

"And what's with the costume? A boy pretending to be Spider-Woman? Now I've seen everything." Petra states.

"Oh, I get it." Peter says, finally catching on. "Everything is backwards on this world. Men are women and women are men. Which means you're a girl." He tells Petra putting it together.

"Wow. A genius, too." Petra says sarcastically before swinging off.

"Wait!" Peter says and starts swinging off after her. "Wait up! I need to talk to you." He tries telling her and she lands on a rooftop and Peter lands across from her.

"Look, I'm you...in a way. I'm Spider-Man. I come from a parallel world." Peter tries explaining for about the dozenth time. "You know, the more I say that, the more sane I start sounding."

"Really? You expect me to believe there's a world where a boy can be Spider-Woman?" Petra asks him.

"Seriously? I mean, my aunts and uncles are the most deadliest people on the face of the earth." Peter informs her.

"Yeah, join the club." Petra states, thinking of her uncle Nathan Romanoff and aunt Callie Barton.

"Look, an enemy of mine has created a device allowing him to travel through universes and now he's here and is now here after you." Peter tries telling her. "I'm just trying to help you."

Petra thinks and sees maybe she needs to trust this guy.

"You're saying your from a alternative universe?" Petra asks him.

"Yeah. I know how it sounds crazy." Peter admits.

"Ever since S.H.I.E.L.D., HYDRA, the Chitauri, the Dark Elves, Vulture, Electra, even Rhino, my definition of crazy is different from others." Petra tells him.

"Well, it's nice to see our realities are basically the same." Peter says since his world has dealt with the same. He takes off his mask to show his face to her.

"Names Peter Parker." He introduces himself to her.

She decides to do the same and Peter sees her long flowing hair is the same color as his and his face has a few small altercations but you could sell that they were twins.

"Mines Petra Parker." She introduces herself to him.

"Oh, now...this is.." Peter starts off, trying to find the words.

"Very strange." Petra finishes.

"Okay, now that introductions are out of the way," Peter says while puts his mask back on, "my enemy the Green Goblin followed he here to take your DNA. I was able to damage his glider in our last universe, so he needs to fix it." He explains the situation to her.

"The Goblin? She's one of my deadliest enemies. She even killed my boyfriend, Greg Stacy." Petra informs him.

"Okay, now _that_ image isn't leaving my mind." Peter states, now picturing a male Gwen.

"If he has the same technology as my Goblin, then I know exactly where he would go to fix his glider...her glider...their gliders." Petra says, getting lost in the middle of her sentence.

-

At Oscorp, Norma Osborn gets reports of a break in at her private labs and leaves to check it out, only to find a male version of herself fixing his glider.

"If you thought you could invade my private lab, think again, buster." Norma tells him, but Norman grabs her and raises her up off the ground.

Goblin then removes his mask to reveal his face to his female counterpart. "You're Norma Osborn, I know that. I'm Norman Osborn...we have a lot to discuss." He tells her.

-

Peter and Petra come swinging up to the new Oscorp and land on the helipad.

"Wow. In my universe, this place was shut down when Norman was arrested." Peter tells her.

"Really? We could never get any incriminating evidence to hold her for long in this reality." Peter tells her male counterpart.

"Look, a quick warning, my Goblin is no joke. I don't know how yours looks, but-" Peter was saying but she interrupts him.

"I can handle him. I've fought Norma and fought her...and stoped her." Petra states, thinking back to Greg. "A boy version of her will be easy." She assures him.

That's when a explosion goes off and they look to see Norma, but she's dressed up in a Goblin like suit, but less military grade and more like a homemade look.

"That's not my Goblin." Peter says when Norman comes out of the fog. "_That's_ Goblin." Peter tells her.

"I guess Goblin can be a man...or is he a monster?" Petra asks Peter.

"Why can't I be both, malady?" Norman asks and throws some new weapons he received from his female doppelgänger.

"Pumpkin bombs!" Petra shouts and they start jump out of the way to avoid the explosions.

"Pumpkin what?" Peter asks, never hearing of these things before.

"My goblin uses them all the time, small but deadly devices...that she takes the time to make look like pumpkins." Petra explains.

"That seems like a waste of time." Peter says.

"Okay, I'll take care of him, you take care of her." Petra tells him and goes rushing in to attack Norman.

"I'm just saying, does she like to celebrate Halloween?" Peter asks, still thinking of the pumpkin bombs.

"Trick or treat!" Norma shouts and starts throwing more bombs his way.

Peter just leaps out of the way to avoid getting annihilated.

"Hey, only Spiders get to make the quips!" Peter informs her and leaps in to strike her, when she throws another pumpkin bomb, injuring Peter.

As for Petra, she's continuing to fight Norman, being more flexible than her male counterpart gives her the bit of an advantage and she was even able to get his glider for s split second.

But as soon as he fell off his glider, it activated a new trap that was added that wrapped Petra up in a cable wiring. It won't hold her long term, but just long enough so that Norman could steal a sample of her DNA.

"You got what you came for. Now I get what I want." Norma tells Norman.

"A deal is a deal." Norman agrees and takes the second dose of the super soldier serum he had developed that turned him into who he is.

Peter gets back up and helps Petra get free.

"I'm sorry, he got my blood. I underestimated him." Petra tells him.

"We've got bigger problems right now." Peter says as they see Norma take the super soldier serum and she starts to change into a more buff version of herself and a less sane version as well.

"Now I can finally destroy Spider-Woman, and her little friend." Norma says, happy to get rid of them.

"If we dump water on you, will you melt?" Peter asks since she clearly just misquoted _Wizard of Oz_ there.

Pennie goes in, ready to finish her off and starts avoiding the Goblin blades she throws at her.

"A woman could get used to this kind of power." Norma tells her.

"We have to find a way to stop her." Petra yells to Peter.

"Look, no matter how buff she looks, she's still Norma. Her fighting skills don't change." Peter assures her as Norma shoots missiles at them and the two avoid them and send two tases webs her way.

As she tries avoiding one, the other web hits her glider, sending a charge through it and her. While she was down, Pennie goes in and kicks her down.

Peter then finishes the job by webbing her to the ground where she can't get away.

"Now _this_ is for Greg." Petra says as she leaps down and kicks Norma in the face, knocking her out.

"Nice job." Peter tells her.

"You weren't too bad yourself, for a boy counterpart." Petra tells him.

"Your goblin might be down, but mine is still out there causing trouble." Peter says and sees Norman has already opened another portal and it's above the city.

"Need some help getting to that?" Petra asks while messing with her watch.

"What are you doing?" Peter asks.

"Calling a nearby friend." Petra says when they feel a quake and they look to see Quake himself coming down.

"That was fast even for you, Derik." Petra tells him.

"You were lucky I was in the neighborhood." Derik says and Peter sees this is their version of Daisy.

"My friend Spider-Man here needs help getting into that portal in the sky. Think you can get him there?" She asks him.

"Spider-_Man_?" Derik asks.

"Yeah, yeah, I'll explain later." Petra promises him.

"Come on." Derik says and Peter runs off the edge of the building and Derik sends a quake blast his way, sending him through the portal. "What's with Norma?" He then asks Pennie.

"Let's just say we have a new reason to keep her locked up, for good this time." Pennie says.

-

Peter is once again inside the dimensional rift and it's starting to become like floating on a lazy river. If you take away the water, the floatie and everything else.

But now he needs to pay catch up since Norman had a head start getting here and he exits the breach.

This new reality seems to be a bit more gloomy to where he can feel the criminal activity in the city just by looking at it.

"Okay, if I were a alternative Spider-Man, where would I be?" Peter asks when he looks to see a newsreel of the mayor of Star city. Peter Parker.

"_And to the very best of my ability._" He hears his older self say and he sees he just missed the speech.

"I'm mayor?" Peter asks.


	49. Spider-Arrow

Alternative Peter's POV;

My name is Peter Parker. I was bit by a radioactive spider and spentthe next five years in hell, when I returned home with only one goal; to save my city.

But now, I fight the war of crime on two fronts. By day, I lead Star City as its mayor, but by night, I am someone else.

I am something else.

I am.

The one.

The only..

Spider-Man.

-

Right now, Peter is fighting off a new gang of mercenaries who plan on blowing the city while in his Spider outfit.

It's a complete dark suit, with a hood and mask that covers his entire face except for his eyes. The suit is made from bulletproof fabric so he doesn't need to deal with fixing or sewing it back up after fighting crime.

**(Think of Clint's Ronan outfit in Endgame but with a few changes)**

It comes with several choices of weapons, one being his bow and arrows, others being two swords and his web shooters that he just uses to either travel around the city or to bring to him from a distance.

Peter does a quick flip and a kick to take down his last opponent as he finds the bomb.

"Okay, I found the bomb." Peter tells Felicity Smoak, his tech-girl.

"_No, no, no. That's not a bomb. That's...1, 2, 3...4 bombs._" Felicity informs him as backup has arrived and Peter quickly shoots a tech arrow at the bomb so Felicity can do her thing and goes to fighting off the criminals.

Ever since he first put on this outfit, he made a promise to protect his city, at any costs.

Sometimes that means going over the line, but he prefers it when he doesn't need to.

"_Okay, I'm in the brains. It's gonna take a while to disarm._" Felicity tells him. "_Do you think you can keep Machin's men busy?_"

"I don't think that'll be a problem." Peter informs her while he does a roundhouse and trips Machin and shoots a web at his hands, immobilizing him.

"Does this mean you're not gonna kill me?" Machin asks. "What does a guy have to go to get a little love? I only tried blowing up the city. I mean, half of it." He informs Peter when he just knocks him out.

"I hate talkers." Peter states. "Tell the SCPD I left a present for them." He tells Felicity when his senses go off and he sees the recent vigilante at the bombs. Wild Dog. He recently appeared sincerely out of nowhere and now thinks he can deal with people Peter spent five years preparing for.

"Get away from that." Peter warns him.

"I'm disarming it." Wild Dog informs him but Peter uses his super strength and moves him out of the way.

"It's being handled." Peter tells him. "Overwatch?" He asks Felicity, Overwatch being her codename she asked for.

"_Yeah. Oh, man. That things just a really ugly piece of modern art now._" Felicity says and shuts down the bombs. "_So does this mean you're gonna make a new friend?_" Felicity asks Peter.

That's not how Peter would describe threatening Wild Dog for the bazillionth time. Because that's exactly what he's doing once again.

"I thought I told you to stay off the streets." Peter reminds him.

"It's my city, too." Wild Dog informs him.

"You want to help? Then make a donation to the police department." Peter tells him. "And keep that elevated." He says before walking off.

"Keep what elevated?" Wild Dog asks before Peter takes out one of his less deadly arrows and turns to shoot him in the leg.

"I don't want to see you out here again!" Peter tells him and walks away before making it outside and starts swinging off.

-

At the city hall, where Peter is supposed to be, his sister is covering for him.

Maggie Parker, who Peter told her about him being the vigilante everyone starts calling Spider-Man.

Truth be told, everyone has a different name for him that all have to do with his choice of weapons. Arrow, the Black Widow, Vigilante, Spider-Man. The list goes on for some time, but mostly people just refer to him as Spider-Man.

"The mayor will be making his official statement on the anti-crime initiative at the ceremony honoring the Black Canary, but-" Maggie was explaining when Peter finally arrived.

"But he can say a few words now." Peter tells them. "The A.C.I. is an important step towards lowering crime in the city, but I'm not going to consider it without some major reform."

"What type of reforms?" One of the reporters ask him.

"To start, an investigation into allegations of widespread corruption within the police department." Peter tells them and Maggie makes her way up to her brother.

"Okay, mayor Parker will ebalorage on all comments at the ceremony honoring the Black Canary. Thank you all very much." Maggie tells them when Peter's senses go off for some bizarre reason and he looks to see some old man in the crowd.

"You realize you just accused the police department for being corrupt at the police department gala?" Maggie informs her brother and Peter snaps his attention away from the man and starts walking with his sister.

What he doesn't know, that man was Norman Osborn from another reality who was testing if this Peter Parker was in fact Spider-Man. And the fact he turned to look at him for no reason proved he has Spider senses, and he is ready to collect another spider's DNA.

"I answered a question." Peter tells her.

"And you also put blame on the police department instead of taking responsibility for the city's crime." Maggie states.

"You know I'm taking responsibility." Peter says.

"Yes, as the other guy, but as the mayor, it looks like you're sleep walking around. Showing up late once again is not exactly helping that perception."

"Being the mayor gives me access to actionable intel as _the other guy_. It's a means to an end." Peter explains to her.

"It didn't start off like that, Pete. You wanted to become and then became the mayor to actually be mayor." Maggie reminds him.

"And then reality set in. Even if we weren't dealing with a corrupt police department, and we are, or an electorate that thinks I got all my political knowledge by binge watching _The West Wing_, I still wouldn't be able to focus in being mayor, because I'm flying solo as the other guy." Peter explains to his caring sister.

"Nice try." Maggie tells him and Peter sees he failed to convincing her. "Talk to the controller about tax initiatives and councilman Garcia about sanitation. I also put the applications for deputy mayor on your desk. I'm going to go drink." She says before walking off.

-

As for the younger Peter Parker, he's swinging around the city, trying to figure out where to find his doppelgänger before Goblin gets to him.

"Okay, focus. Goblin isn't going to stop, so I need to figure out where I am." Peter says when his senses go off and he turns to see someone heading inside what looks to be an abandoned building.

He was just gonna ignore it, but his senses are telling him to go there. So he decides to check it out.

That building on the outside is in fact a abandoned office space, but it also leads to the Spider-Cave.

Peter makes it inside and sees Felicity and Curtis are still here.

"What are you two doing here? It's late." Peter tells the two of them.

"That's what I told her, but she's been complaining that the secondary processor keeps overclocking the GPU cache." Curtis explains to Peter.

"It's nice to have someone down here other than Felicity who speaks science." Peter admits.

"Well, I'm strictly repair and maintenance. You guys are the vigilantes." Curtis assures the two of them.

"Yeah, I mean, it's starting to become an awful big club." Felicity says and holds a file up for Peter.

"What's this?" Peter asks.

"A little dossier on Wild Dog." Felicity tells him.

Peter just looks at it and then back at them. "And why do I need a dossier on him?" He asks.

"I was thinking, instead of putting an arrow in him, or constantly webbing him and using tons of that web fluid that isn't exactly cheap or easy to make, you might consider bringing him into our group." Felicity tells him.

"He shot him?" Curtis asks Felicity and looks to Peter. "You shot him?"

"Okay, I know it's not the most enticing of recruitment pitch plans, but there are plenty of candidates willing to compensate for our ineffectual-slash-corrupt police department." Felicity says and points to her monitors. "Evelyn Sharp. Mr ski goggles. Still workshopping his codename."

"I'm not..." Peter was going to say when his senses go off and he looks to the elevator and pulls out his bow and an arrow.

"What's he doing?" Curtis asks.

"I think his Spidey senses are tingling." Felicity explains to him.

"How many times do I have to ask you to stop calling it that?" Peter asks her.

"Join the club." A childish voice says and they look to see a kid wearing a red and blue Spider-Man outfit in their elevator. "I just call it my sixth sense. By the way, you've gotta get better security. It took me less than a minute to get in here." Peter tells his older self while raising his hands in seeing he had a a arrow pointed at him.

"Who's the kid?" Curtis asks.

"Hey! I'm fifteen." Peter informs him. "Look, this is gonna be hard for you to understand...god, I'm getting tired of repeating myself. This is like the dozenth time I'm saying this. But my name is Peter Parker, and I'm you from a parallel universe. In that universe, I'm Spider-Man." He tries explaining to them.

"You're from the multiverse?" Curtis asks, shocked.

"Take a blood sample if you'd like. I'll be a one hundred percent match to my older friend here." Peter tells them when both of their senses go off and older Peter lowers his weapon.

"You're like me?" Peter asks his younger self.

"Yeah. And I'm here to help you." Peter tells them.

"With what?" Felicity asks him.

"There's an enemy of mine from my reality, and he has been hunting Spider-Men across every reality. I've been to four different worlds, each of them had their own version of Spider-Man, sometimes even a Spider-Woman. His name is Norman Osborn, but he goes by the Green Goblin." Peter tries his best to explain to them. "He plans on using their DNA to create his own army of super spider soldiers he can use to conquer my world."

"Is he an actual Goblin or...?" Curtis asks him.

"He's a maniac with the mind of a genius. He uses a weaponized glider equipped with machine guns, missiles, and electric tasers. And that's only what I know of. Norman himself has taken a prototype super serum that enhanced his strength to match my own and his suit gives him a boost of strength." Peter explains.

"Okay, Felicity, can you maybe come up with a way of tracking him or his glider? It's got to be sending out a signal of sorts, right?" Peter asks Felicity.

"I'll get on it, but shouldn't you be getting to the ceremony?" Felicity asks him.

"Yeah, I'm on it." Peter tells her.

"Just look out for a maniac wearing all green." Curtis yells as he enters the elevator.

"I think a guy like that is bound to stand out." Peter assures him when his younger self joins him in the elevator.

"Look, before you say anything, I can take care of myself, I've been through a lot these past few years. I need to be there if the Goblin decides to jump realities or I will be stuck in your reality forever." Peter says and his older self doesn't argue seeing he has a point.

"Just keep your distance, will ya?" Peter asks his doppelgänger.

"Don't worry, I'm known for being a ghost." He assures him.

-

Peter makes it to the waterfront for the Black Canary ceremony.

"Than, you all for coming. With all that ails our city, I think it's fair to ask why we would spend time and money to honor anyone, why we would commission a statue and have a ceremony to unveil it. Surly, those resources could have been put to better ends, but I for one, think there's no better end than a remember of what we are capable of when we stand together united. A remember of those who have made the ultimate sacrifice protecting our home, and a reminder that as long as we keep their spirit in our hearts, there will always be better days ahead. And as she reminds us, let us always remember her. Ladies and gentlemen, the Black Canary." Peter finishes his speech and the statue is unveiled.

The reality crossing Peter is watching the ceremony from a distance on the side of a building and sees everything is going Okay...until his senses prove him otherwise.

A rocket comes flying in and everyone runs and Peter leaps out of the way of it as it explodes.

As everyone starts to scatter, Peter was able to get changed back into his Spider-Man outfit and is ready to fight off this Goblin as he sees the demonic man.

"Now _this_ is a true Spider-Man." Goblin states looking over this new Spider-Man's outfit and gear.

"If you attacked to draw me out, mission accomplished." Peter tells him and tries shooting an arrow at his suit but it doesn't work.

"You will be a impressive specimen for my army. And it's a nice change from my reality's child." Goblin says when younger Peter comes swinging and kicks him. "Speak of the devil." He says seeing he made it to this reality as well.

"I'm gonna follow you until we make it back to our reality and I will stop you." Peter promises.

"Confidence. A fools substitute for intelligence." Goblin informs him.

"God, this guy is annoying." Peter says before pulling out another arrow and shoots it towards Goblin.

"No!" Peter screams but sees he's too late as Goblin caught the arrow and throws it flying back at the two of them and it explodes, hitting both Spider-Men across the pier. "He has super reflexes, just like us!" He informs his doppelgänger.

"Yeah, that would have been nice to know earlier." Peter states and gets back up to see Goblin coming in and pinned him onto the wall.

"Hold still. It might pinch." Goblin tells Peter as he uses his web shooters and blinds Goblin before taking one of his swords and slices Goblin's armor.

"You are a skilled opponent." Goblin says before Peter feels a pinch on his neck and a drone flies off of his back with his blood.

Peter then takes aim at it and tries shooting it down but Goblin throws one of his blades and stops him as he got what he came for.

"I wonder what reality is next, Spider-Man." Goblin says before opening a portal over the pier and flies into it.

"That's my que to leave. Also means that's five Spider-Men I've failed." Peter tells his counterpart.

"Need me to help you stop him?" Peter asks him.

"No, if you do that, you won't be coming home." Peter says and gets ready to head to the next reality. "Oh, and take your own advice; you can't save the world alone." He offers some advice before leaping into the portal.

As soon as it closes, Peter thinks of what he said and knows he's right. He needs a new team, and this city needs more than one hero.

-

Peter travels through the breach oncemore and wonders how long it will take to find, convince, and save this next universe's Spider-Man.

He exits the breach, but this time he's inside a building this time and looks to see agents start aiming at him as some menacing black guy approaches him.

"Who are you?" He asks and Peter raises his hands once again when he sees someone wearing a red and blue suit, but she's definitely not Spider-Man as he sees she wears a giant S on her shirt.

But then someone comes in wearing a similar outfit to his previous doppelgänger who wore that red and gold suit. But the one seems multicolored with gold, red and blue. _That's _Spider-Man.

He quickly removes his mask to the Spider-Man and his retracted as if it was made out of nanotechnology.

"Who the hell are you?" He asks the traveler.

"My name is Peter Parker...and I'm here to save your life." Peter tells his doppelgänger.


	50. Survivor of Krypton

Welcome to National City, the place Peter Parker has called home for the longest time.

For the past ten years, he's been the one and only Spider-Man. The worlds most powerful crime fighter in the world. He doesn't know where these powers came from, it was like they just suddenly appeared one day out of nowhere. But he uses these extraordinary gifts to help people the best he can.

That is...until a certain hero in red, blue and a cape appeared. Then his whole world changed again, he wasn't the strongest out there, but he was happy to accept help from someone like Superman. Or as he also knows him as, Clark Kent.

Clark mostly stays in Metropolis so Peter never relies on him to come and save him. As for National City itself, Peter works with the DEO to handle with threats such as Superman.

That's actually how he met his now fiancée, Gwen Stacy. The short blonde haired mechanic he met during his visits to the DEO check out some gadgets they created for him. She works with him as his ears when he's out in the field.

In the way of his family, Peter never really knew exactly where he was from since he was adopted into the Parker's. His adoptive parents, the Parker's, died in a plane crash years ago before these powers of his emerged and then went to live with his adoptive aunt and uncle in the city.

Then a few years after living with his uncle and aunt, his uncle was killed in a mugging. And a year ago, his aunt had a heart attack and she couldn't keep going any longer.

The only tie to his real family he had was a necklace he is told he was found wearing that holds a image similar to a spider on it.

It wasn't until recently where he learned the Spider was a symbol for the House of Ren, of Krypton. His family sent him to earth when their planet was dying along with Clark and Kara, or Skirt as Peter likes to call her.

Over the past two years, he and Supergirl have been a crime fighting team. They've fought of dozens of threats together, but this was a new, and weirder experience.

And last week, they fought aliens called the Dominators and met Peter's doppelgänger.

-

"My name is Peter Parker...and I'm here to save your life." Peter tells his doppelgänger.

"Save my life from what?" Peter asks him.

"I talk a lot better when I don't have weapons pointed at me." He promises.

"J'onn, I think he's safe, lower your weapons." Peter promises.

They all start to relax and go back to their normal work.

"Okay, start explaining." J'onn tells Peter.

"I'm not from this universe, I come from a parallel universe. In that reality, I am the one and only Spider-Man. And now, I'm hunting an enemy of mine who found a way to travel through the multiverse using a device called the Siege Perilous. He's been using it to hunt down the Spider-Men from across the multiverse. This would be the sixth reality he and I have visited. He's collecting their DNA in order to return to my universe and build a Spider army to conquer the world." Peter explains the past few days he's been having to them.

"Wow, that's a lot to take in." Gwen admits.

"Well, he's gonna have some trouble with this reality's Spider-Man. He isn't known for going down easily." Kara assures Peter and snakes Peter on the back.

"Ow." Peter comments on the back pat.

"Sorry." Kara apologizes seeing she used her super strength. "What's this guy's name?" She asks Peter.

"Norman Osborn, the Green Goblin." The young hero informs her.

"..that's a very colorful name." Kara says.

"He did not get that name by a coincidence." Peter tells them. "He is willing to kill in order to get your DNA. He attacked families, innocents, anyone who can be used to draw Spider-Man out." He explains.

"We did get reports on a secondary inner dimensional rift opening up across the city." Gwen tells them.

"That must be Goblin, but he's most likely long gone." Peter tells her. "He travels to each reality, learns a bit about Spider-Man before beginning to hunt them."

"Then we just have to be prepared for him." Peter says and looks to Gwen. "Think you can make my suit Goblin proof?"

"Let's see what I can do." Gwen says and she drags him off to the labs.

"What can you tell us about Norman?" J'onn asks Peter.

"Everything." Peter promises.

-

The next day, the young Peter was surprised Goblin hasn't attacked yet. But that could mean he knows about Kara and Supergirl so he's working on a way around her.

Kara returned to work and started working on a story involving missing people constantly happening and returns to the DEO where Hank has anyone he can spare to search for Norman.

"Hey, Winn, I need you to look at the people on this flash drive." Kara tells her friend who for some reason is wearing glasses. "Can you check for links between them, their histories...why are you wearing sunglasses inside?" She asks him.

"I asked him the same thing." Peter says as he's making sure his suit is working one hundred percent efficiently. If this Goblin is as dangerous as Peter says he is, this is gonna be one of his biggest challenges.

"The future is very bright." Winn tells them.

Kara just quickly snatches them off and sees he got a black eye.

It happened the other night with the third guy and while he was helping Guardian.

"What happened to you, man?" Peter asks seeing it.

"I got mugged." Winn lies.

"Why didn't you tell me?" Kara asks him.

"I don't know, maybe because were searching for a psycho who has a weaponized glider and is hunting Spider-Man?" Winn reminds her but finds the connection fast. "Okay, so there is a connection between these people on your list. They all had blood work done a few days before disappearing."

"That's strange, you want me to help?" Peter offers.

"No, Parker, we need you to stay here until we can find out more about the Goblin and where he is." J'onn tells Peter.

"You stay here, and stay safe. I got this. I can go one day without Spider-Man." Kara promises him.

-

Kara was working on a lead to where they might've gotten the blood work done, and she was stuck with Mon-El since he wanted to help out.

They're at a clinical research where the victims all visited and they meet the doctor.

"Well, well, hello." He greets them. "He told me two strapping young millennial had dropped by, and here you are."

"Yes, we work out a lot." Mon-El lies.

"Yeah, we just wanted to get a better idea of what you do here before jumping in." Kara says. "We look at your website and it just said you can make some quick cash."

"Well, we're running a clinical trial on a new to market supplement. We're just looking to examine the effect of the supplement in base metabolic rates. So all we need to do is some blood work, and we'll have you in and out, and off in no time." The doctor tells them.

"Actually, we can't give blood. That is...against our religion." Kara says, trying to find a best excuse.

"Well, you both look young and healthy enough. Let's give it the old college try." The doctor says and leads them into the back.

Kara looks and sees nothing but a giant device in the room.

"You stand here. And you...stand here." The doctor says and they both stand in the spots he points to and the doctor activates the portal device.

"What's that?" Mon-El asks.

"The best way I can get rid of this universes greatest hero." A villainous voice says and they turn to see Green Goblin.

"Goblin!" Kara shouts, when he sends missiles at the two of them and shoots them into the portal.

It closes, leaving Supergirl stranded on a unfamiliar world, and leaving Spider-Man for the taking.

-

Kara and Mon-El fly out of the portal and see they're on a unfamiliar world where there is a red sun. Meaning their powers don't work.

"It was a trap!" Kara says and tries to make it back in time but the portal closes, meaning they're stranded here.

"What the hell was that?" Mon-El asks Kara.

"That was a Green Goblin. Someone who is apparently hunting Spider-Man. Now, he has to deal with it alone." Kara says and knows that at least while they're here they can save the people who were taken here.

-

Back on Earth, Peter's senses are calmly warning him something has happened to his partner.

"You okay, Peter?" J'onn asks him.

Peter ignores him and tries contacting Kara.

"Skirt, you there?" Peter says I to the com link and gets no response. "Skirt, do you copy?" He gets nothing back and knows something is wrong.

"Sir, We've got a fire on third and main." One of the agent's say and pull up a large fire in an apartment building.

"Skirt's in trouble, somebody try and find her. I'll take care of the fire." Peter tells his friends and doppelgänger before he starts leaving.

"Hey, what about the Goblin?" Winn asks him.

"If he shows up, I can take him. These people need help." Peter says before he takes off flying.

"Mine can't do that." Peter states looking over his Stark suit and wonders why he never got that.

-

The fire department are doing all they can to evacuate everyone while wondering where Supergirl is as they're evacuating everyone, but a mother tries getting through as her child is still in there.

Look! Up there!" Someone shouts and Peter comes flying in as fast as he can and sees the fire.

"Save my child, please!" He hears the mother shout from the ground.

"Gwen, child, where is it?" Peter calls in.

"_Sensors indicating a steady pulse on the seventh floor. Be careful, you can stand the heat, but a child can't._" Gwen warns him.

"I'm on it." Peter says and flies in and uses his scanners to see through the flames, but the heat damages them.

Seeing the roof is about to collapse, he quickly decides to use his repulses to break through the walls and finds the child in his crib and grabs it and sees he has seconds before the building collapses and he runs and leaps out of the window at the last second.

As he leaps, he activates his feet repulses to lower him and the child safely to the ground. Once on the ground, he makes his way to the mother and hands her the child.

"It's okay, your baby's fine." Peter promises and she engulfs her child with tears of joy that he's okay.

"God bless you, Spider-Man." She tells him.

"Happy to help." Peter says when they hear a scream coming from the building.

"Somebody's still up there." A pedestrian says.

Peter looks back to the building and his scanners pick someone is up on the third floor.

Peter shoots a web and pulls him back up and inside the burning building.

"Where are you?" Peter calls out, trying to see through the flames, but his scanners don't want to work with him in the heat. "Gwen, when I get back, you gotta work on the heating." He tells her.

"_Yeah, I'll make a note of it._" Gwen promises.

Peter uses his metallic arms to move the trash and everything out of the way. As he walks through, he finds the screaming civilians and hears her crying.

"I'm gonna get you out of here!" Peter promises and makes his way towards her.

As soon as he reaches her, his senses go off for some strange reason when suddenly the old lady turns around and reveals to be the Green Goblin before punching Peter, sending him flying.

"All you Spider-Men are pathetically predictable, like a moth to the flame." Goblin informs Peter.

"Oh, so you're this Gobbie freak I've been warned about." Peter jokes and looks over this guy. "You don't look like much."

Goblin puts an arm behind his back and gets several goblin blades ready for release.

"So you met the menacing pain that's been following me throughout the multiverse, have you?" Goblin asks.

"Yeah, and he said if I find you, take you out." Peter says, getting ready to fight.

"Sorry, all I need is your blood." Goblin says and sends his blades his way.

Peter just raises a brow to him (even though he can't see through the mask) and the blades just bounce off his suit. One hits him in the back and disables his arms

When Peter turns to try and take it out, Goblin came up and took the opportunity to punch Peter in the face.

Peter retaliates and does a backflip, kicking Goblin in the process and sending him into the air and Peter kicks him into the building further when the floor gives away and he falls through it.

Goblin gets up and sees that Spider-Man has escaped, but it's a good think he had a backup plan.

-

Peter flies back to the DEO while his suit is severely damaged and his repulses are barely functioning after the beating they and he took.

"What did I say about being careful?" Gwen asks him as he limps inside.

"I'm okay, I'm fine." Peter assures his fiancée.

"The data I collect from your suit tells me otherwise." Gwen states.

"Just get this blade out of my back." Peter asks of them and his young doppelgänger gets the job done.

"Goblin blades. Sharp and deadly." Peter informs his older self before placing the device on the table.

"Sweet." Winn says while picking up the device, with that everyone looks to him annoyed. "I mean, awful."

"That Goblin knee what he was doing." Peter states.

"Yeah, I think he's getting better at spider hunting. He uses your humanity against you, knew Spider-Man couldn't resist going in to save the day." Peter says.

"But was that his whole plan?" Hank questions. "He seems to be the type of guy to have backup plans for his backup plans."

"He does that quite a lot on my world. He once kidnapped my uncle so that he could go after my girlfriend since he knew I'd be focused on saving him." Peter says, remembering that day all over again.

While they were thinking, both Spider-Man's senses go off and they turn to the blade that Peter took out as it starts bleeping.

"Is that gonna explode?" Winn asks.

"Everyone, move!" J'onn shouts and they all duck for cover as the device did in fact detonate, sending everything and everyone flying.

While they were down, Goblin flies in on his glider while laughing maniacally. He likes to do that a lot.

Seeing the Spider-Man He's after has his suit on to protect him, he sees a better way of getting what he wants.

-

Later on, everyone starts waking back up.

"Is everyone okay?" Alex asks, as she wasn't here when the bomb went off as she was searching for Kara.

"I'm good." Winn promises as he gets himself free of some dust he was covered in.

"Thank god I was still wearing the suit." Peter says and helps his doppelgänger back up.

"Where's Gwen?" J'onn asks and they can't find her.

"Oh no..." they all say knowing Goblin didn't leave empty handed.

That, and Goblin left them a note on their wall.

**_Your blood, or the girl's blood_**

**_Meet me at the bridge_**

-

Gwen starts to slowly wake up and sees she somehow made it to the National City bridge.

As she starts looking for a way down, she watches as the Goblin comes flying and sees a tram car and he comes with an idea for when both Spider-Men appear.

And they will.

A while later, wouldn't you know it, both of the Spider-Men come in and see Goblin is holding Gwen over a ledge in one hand and the other one holds a cable connected to a cart filled with children.

"I knew you would come to your senses, Spider-Man." Goblin says as he sees Peter is holding a bottle that's filled with his blood. "Hand over the blood, of they die."

"Put her down, and you can have my blood." Peter counteroffers.

"You see, Parker, this is why only fools choose to become heroes." Goblin tells his Peter. "Because now I'm getting a real case of déjà vu."

"Just put them down!" Peter tells him, getting sick of this guy.

"How about on the count of three?" Goblin says. "When I say three, you better work fast, and you toss the blood." He explains and Gwen is screaming as Goblin holds her over the ledge.

"1...2...3!" Goblin says and drops Gwen and the car and Gwen.

Both Spider-Men work fast and both race off and Peter throws the blood away. Goblin races after it and Peter was able to make it just in time to save Gwen and grabs her hand.

"Oh, thank God." Gwen says relieved that she's safe.

"You're staying behind your desk, never leaving it." Peter tells her.

"No arguments here." Gwen agrees.

Goblin was just about to grab the vial of blood when a web yoinks it away and he turns to see a third Spider-Man.

"What?!" Goblin screeches, completely confused.

"Fun fact about this world, Goblin. Martian's are real." Peter informs him.

The young Peter who was after the car transforms into J'onn as he leaps down and saves the kids.

"You insignificant pest!" Goblin screams at Peter.

"Make up your mind. Am I an arachnid, an insect or a pest?" Peter questionably quips. "Because I can only be categorized as so much." He says and sees his chance to grab the Siege Perilous so Goblin can't escape.

Peter turns and sees that J'onn has the car and is bringing it down safely when suddenly Goblin comes back and hits Peter, sending him flying and grabbing the blood and Siege Perilous back.

Peter helps Gwen get back up on her feet and she engulfed Peter into a hug.

"Oh-my-god, I-love-you-so-much. I-thought-I-was-gonna-die. I'm-so-glad-you-got-here-when-you-did." Gwen was saying at a million miles per hour.

"Gwen, calm down. You're safe." Peter promises her.

Gwen smiles at him, happy to have someone like him in her life when she sees Goblin is coming back for another go.

"Watch out!" Gwen says and pushes Peter out of the way when Goblin comes charging in and ended up banging his glider against her head, rendering her unconscious.

"No!" Peter shouts and Gwen falls off of the ledge and Peter runs to catch her.

Younger Peter comes flying in and grabs onto Goblin.

"You will never win, admit it!" Goblin tells Peter as he wraps his legs around Goblin's chest and starts beating him from behind.

"No, because I'm taking that!" Peter says and raises the Siege Perilous into the air and opens a portal while thinking of home. "And I'm taking that!" He says while stealing the satchel he has been keeping the blood samples in and leaps into the portal.

Goblin flies after him, ready to return home as well.

-

Peter flies through the breach while holding onto the blood samples and the Siege Perilous as tight as he flies out and lands in a abandoned belltower near the bay.

"Is this it? Am I home?" Peter asks.

"_Did you go somewhere, Peter?_" Karen asks and Peter is so happy to hear that voice.

"_Peter, is that you?!_" Ava's voice calls.

"Oh, thank goodness. I'm home!" Peter shouts in joy.

After everything, every reality, he made it home. There's only one thing left to do.

Peter looks at the canisters of Spider blood and throws them at the wall, shattering them all. The blood of six different Spider-Men and Women are history now.

Peter now takes one last look at the Siege Perilous and knows what has to be done. He throws it at the ground, causing it to dissolve and shatter throughout the multiverse.

Feeling victorious, Peter is left wondering...oh no.

His senses start sounding like sirens and he turns to the portal when one last Pumpkin Bomb comes flying in and explodes in his face, shattering his mask and comm link as he goes flying into several walls and Goblin exits the breach as it closes.

Goblin hops off of his glider and faces the now scarred and beaten child.

"Misery, misery, misery. That's what you've chosen. Once upon a time, I offered you friendship...and you spat in my face." Goblin reminds Peter as he starts trying to get back up and Goblin grabs him.

Goblin then begins to beat the life out of him and sends an uppercut his way and sends Peter flying.

Peter gets up and shoots a web at the ceiling, and uses it to pull himself back up and kicks Goblin.

Goblin takes the opportunity and grabs Peter's leg and throws him into the ground.

Peter tries his best to get back up, but he's taken too much of a beating and the bomb took a lot out of him.

"You've finally spun your last web, Spider-Man." Goblin says and steps on his hand. "And let me make something perfectly clear, once I've finished you off, I'm gonna go after all the rest of your friends and family. Ned Leeds, Ava Ayala, Philip Coulson...Michelle Jones." He informs Peter.

Hearing that he plans on finishing everyone he loves like he did to Gwen, he knows he needs to get back up.

"MJ and I, were gonna have a hell of a time." Goblin says and goes in to stab Peter, but Peter quickly grabs the blade and pushes forward with all of his might before kicking Goblin near a wall.

Once he gets back on his feet, Peter shoots a web at the wall and topples it over the Goblin.

But he isn't down for the count yet, as Goblin starts getting up, Peter grabs him and sends him flying before beating him to a pulp.

"Peter...stop...stop!" A voice says within the mask and Peter stops punching as he takes off the mask and he comes face to face with Norman Osborn. "Peter, thank god for you."

"What are you talking about?" Peter asks.

"The Goblin! He's corrupting my mind, trying to take over. Don't let him take me again." Norman starts begging him.

"You killed Gwen...you tried to kill my uncle...you tried to kill hundreds of others across the multiverse!" Peter reminds him, his fist raised to punch him again.

"The Goblin did it, I tried to stop it, but I couldn't!" Norman says and starts messing with the glider controls, getting ready to strike Peter down while he was distracted. "I needed help, and you and S.H.I.E.L.D. saved me. Please...believe me." He begs of Peter who doesn't believe him.

"...I'm not a idiot." Peter informs him.

"Godspeed, Spider-Man." Norman says and sends the glider right at Peter's back.

Peter senses it coming and flips out of the way and the glider heads right for Norman.

"Oh." Norman's only response was as the blade strikes him.

Peter lands on some rubble and sees what happened.

"...Nice move...Parker." Norman says with his dying breath.

He did it...he saved the multiverse. He saved the world.

He stopped the Green Goblin for good.

He avenged Gwen.

The doors to the warehouse blow open as it seems S.H.I.E.L.D. has arrived along with Ava and Coulson.

"Peter!" Ava calls out and runs to her brother and engulfs him in a hug. "What happened to you?"

"It's a long story." Peter says and knows this isn't the place to talk about it as everyone sees what happened to Goblin.

-

They bring Peter back home where they explained he just disappeared about an hour ago, not days. And Peter explained how he was traveling alternate realities to save the other Spider-Men.

"One Peter Parker is enough for me, thank you." Ava states to the news of all the other Spider-Men. "Eight of them sounds like a reoccurring nightmare I've been having."

"It was so weird. Seeing alternative versions of myself, different worlds where just the slightest changes make the biggest difference." Peter tells them as he finally relaxes for finally being home.

"We're just glad you're okay. Get some rest." Coulson tells him while patting his nephews shoulder. "I have a feeling that saving all of the multiverse's Spider-Men is a tiring job."

"Yeah. And hey, you still have that trip to MoMa coming up to look forward to." Ava assures Peter.

"Oh, I could use a trip in my own reality with no aliens, monsters, freaks, etc." Peter says and starts relaxing his muscles finally.

-

Norman Osborn's body has yet to be moved as they couldn't move the glider without something strong enough, when a breach opens and Mar Novu, the Monitor, approaches the dead madman.

"Norman Osborn, your destiny is yet to be fulfilled." Monitor tells him as he approaches Norman. "You are needed to save the multiverse."

He raises his hand to Norman's face and the dead man lets out a gasp of breath.

Norman Osborn lives.


	51. Children of Thanos

Peter didn't care about his field trip, which was strange, because for two weeks, it had been all he had spoken about with his friends, but it seemed dull in comparison when you've proven the existence of the multiverse and can't even tell anyone.

The bus was filled with rowdy teenagers, who were all too spritely and energetic for a Monday morning.

Peter didn't care, usually, the sound would overload his senses, but he was texting to Ava regarding all of his doppelgängers as millions of questions fill his phone about how they live their lives from her.

Thankfully, Ned sat in front of him on the bus, stuck in his own little world. Ava didn't come along saying someone needed to stay and protect New York with Spider-Man out of the city for the day.

Peter was relieved that MJ was on the other bus because she would know that he was hiding something, and the way she tilted her head to her shoulder and glared at him, through narrowed eyes, made him melt and he would admit the truth in a second.

He still had no idea how he hadn't accidentally told her about Spider-Man yet, it was a miracle. But if she discovered the bruises Goblin left on him that haven't properly healed yet, she would put it together easily.

Peter was half way through his billionth text to Ava, when his perfect day took an unexpected dark turn as his stomach churned and the hairs on his arms stood on edge.

That means something bad is about to go down...and it's huge.

He dropped his phone onto his lap and he moved his hand to cover his arm as he reluctantly turned to look out the window.

Hovering over the city was a ringlike spaceship, Peter knew the threat was serious, but his first thought was that the ship resembled a doughnut.

He might've skipped breakfast, he was hungry.

Peter's shoulders deflated and he let out a solemn sigh. Usually, he would be more than eager to hop off the bus and swing over to help, but today, he didn't want to. He wanted to relax and spent the day after everything he's been through with protecting the spider-people and stopping the Goblin.

Nevertheless, he was going to go because this was his world and he vowed to protect it. He soon remembered that his uncle and Ava were in the middle of it.

Everyone else on the bus were too engrossed with their conversations and cell phones, so they hadn't even noticed yet.

Peter had to admit, New York had grown unnervingly comfortable with alien invasions, but at the same time, it didn't mean that people should be this unbelievably ignorant.

He had to do something, he kept his eye on his classmates as he leaned forward and tapped Ned's arm, he moved to hit his shoulder and cheek, frantically attempting to gain his attention. He resorted to pulling out his earbud,

"Ned, Ned, hey." He said softly, though his voice trembled at the prospect of coming face to face with aliens again after everything.

As Spider-Man, he had only faced people. When he was Agent S, he had briefly come face-to-face with the Chitauri. But he's faced worse than a donut.

Ned finally turned to look at him, "I need you to cause a distraction." Peter pleaded.

Ned did exactly that, "Holy shit!" He stumbled to his feet, Peter absentmindedly balled his hand around Ned's hoodie, as he moved away. Peter needed to go, his senses were screaming for him to get off the bus, but he hated leaving his best friend, on the outskirts of an alien invasion. It was a heavyweight on his chest, but one he had to learn to deal with.

"We're all gonna die!" Ned exclaimed, everyone looked at him like he was insane, but they soon saw what he did, and jumped up, screaming among themselves, "There's a spaceship!"

Peter kept his eyes on his friend until he slipped away into the crowd of teenagers all huddled together towards the rear end of the bus.

Ned kept shouting as loudly as he possibly could, and yes, perhaps he was a little too animated, but Peter loved him for it because it gave him time to escape unnoticed.

Peter shoved his cell back into his backpack and took out his web-shooters, he slapped them onto his wrists.

He made sure his classmates weren't looking his way, before connecting a line of web to the emergency exit window handle, he pulled it open.

Peter rushed over the aisle and leapt out of the window, he clung onto the outside of the bus.

"What's the matter with you kids? You've never seen a spaceship before?" The bus driver sang to the startled group of teens as Peter let out a small breathless chuckle, before he covered his face with the Spider-Man mask, he wished he could be that optimistically blasé about an extraterrestrial threat.

This was the endgame. The one he knows that Gwen warned him about a long time ago. The fight for their universe, this has to be it.

Peter grabbed his backpack, closed the window and leapt off the bus, he swung under the Queensboro Bridge, and headed toward the city, towards the danger.

He hoped, no matter how daunting this was, that they could stop this.

He landed on a rooftop, he quickly tore off his clothes and put his suit on, "_Hey, Peter_." Karen greeted. "_You should be on your way to the Museum of Modern Art. Is this activity to do with the spaceship that is currently hovering over Manhattan?_" She asks him.

"Yes." Peter rolled his eyes as he bounced over to the ledge, "What do you know?" He jumped down onto the street below, civilians were clumsily running around, bumping into each other, screaming as they went.

"_Friday has initiated evacuation on forth-third street._" Karen informs him.

"Got it." Peter scanned the area to make sure he helped those who needed it most. He helped a few civilians who had been knocked over during the chaos, he informed as many people as he could about the evacuation.

He headed toward the epicentre of the fight, knowing that was where he was truly needed.

"Contact Ava, tell her where to go." Peter tells his AI as he swings off and swung over to another roof. He followed Friday's signal, the location kept changing rapidly, it seemed like Tony was being tossed around by whoever had descended onto the city.

The signal finally calmed for a second and gave Peter enough time to catch up with Iron Man.

Tony was somewhere over, or in, Washington Square Park. Peter landed on the edge of a building, to give himself a few moments of surveillance time, to see what his best possible move was.

The air was knocked clean from his lungs when his eyes spotted a familiar face but, no, that was impossible.

Bruce Banner.

He hadn't seen him in years, and there he was. Alive, crouched down on the ground, talking to himself. So, nothing had really changed, apart from a few grey hairs. Peter's mouth twitched into a smile, aside from the current invasion, today was shaping up to be a pretty good day.

That optimism was pulled from underneath his feet when he noticed the fight occurring a few paces away from Bruce.

Tony was fighting something, well, someone. The creature was built like the Hulk, though his skin was scaly, and he was dressed in armour. He was a footsoldier, Peter could tell by the way he was fighting.

Peter quickly named him 'Bad-Hulk' because he needed a name to match to the enemy before he swung in there without a plan.

Ava comes in full White Tiger and sees what's happening. "We do not get paid enough for things like this." Ava tells Peter.

"You get paid?" Peter asks her.

"You're saying we're not getting paid?" Ava questions.

The alien was holding onto a large axe-like weapon, that he was swinging haphazardly in an attempt to hit Tony.

Peter swung forward, sensing what was going to happen next. Tony was down on his hands and knees attempting to move away and get ready for the next bout. He was recovering from a heavy blow.

Peter moved faster than he ever had before, and he got there, in the nick of time. With ease, he caught the creature's weapon before it had the chance to strike Tony, he leaned his head out to look the beast in the eyes.

"Hey, man." He sang, masking his anxiety with his signature exuberant, borderline sing-songy voice. He swiftly turned back to check on Tony, "What's up, Stark?"

Tony flipped around, Peter couldn't see his face because it was hidden behind the mask, but he could imagine his shock, "Kid, where'd you come from?"

The creature wrapped its hand around Peter, and tossed him aside, he screeched as he shored through the air. He crashed landed and rolled a few times before settling on the ground, next to a water fountain.

Peter was back on his feet faster than he was knocked off them, he bounced into action, using a nearby tree as a guide as Ava comes leaping in to help.

"What's this guy's problem?" Ava asked, as Tony circled the creature, trying to take it down with his blasters.

"Uh. he's from space. And he came to steal a necklace from a wizard." Tony explained, and the two took his word as gospel, but even by their standards, that was unbelievable.

Aliens? Yes. Enhanced people? Yes. Giant hulking creatures? Yes. Robot hands? Yes. Wizards? Yes. Peter felt like all his childhood dreams and nightmares had all revealed themselves as truths. It isconfirmed that nthing was impossible in their world anymore.

Peter tried to attack the Bad-Hulk from behind.

Unfortunately, it seemed the beast also had a sixth sense like he does, as it swung its weapon, and caught Peter with it, trapping him inside the contraption. Peter sucked in a sharp breath, winded by the blunt hit to his ribcage.

The weapon extended, and the creature swung him around.

"Hey, hey, hey!" Peter tried to wiggle free but to no prevail as he's spun around. Peter was released, and sent flying back again.

Bad-Hulk tossed the tail end of a cab, Peter was able to web up the cab and hurdle it back towards the unexpecting creature. It hit him in the head and gave Tony the perfect opportunity to target it again.

"Peter, you all right?" Ava yelled over as she watched Tony push the creature back with a shield created by nanotechnology.

Peter gulped, as he fell back onto his heels, preparing for the next round, "Yeah, I'm good! You?"

"Fine." Ava grunted as he pushed against the creature's hand, "Why'd you ask?"

Before Peter had the chance to say anything else, a man wrapped in a red cloak flew by, Peter narrowed his eyes as he watched him go, that was not something he saw every day, even in New York.

"Kids!" Tony exclaimed over the deafening sound of his blasters, "That's the wizard! Get on it!"

"On it!" Peter followed behind the unconscious floating wizard and an alien that shared an uncanny likeness with Squidward from _Spongebob Squarepants_.

"Be careful!" Ava shouts to her brother.

"When am I not?" Peter asks as he swings off.

"Not enough time to debate that." Ava mumbled and goes back to helping Stark fight off this guy.

He tried to close the distance between them, he just needed to get the wizard and get to safety. It sounded easy, but then he realised that Squidward was using telekinesis, which frankly, was blatant cheating.

The alien sent a billboard flying back, it hit Peter, but he used it to his advantage and leapt off it.

"Not cool!" Peter states, only making these jokes to hide the terror he's feeling.

Squidward used his powers to bend a bunch of streetlamps together to narrow the wizard's path.

Peter watched as the cloak became stuck between two lampposts, leaving the wizard unprotected. Peter leapt forward, and caught the wizard with a web before Squidward had the chance to catch him.

"Gotcha!" Peter changed his direction and focused on getting back.

His victory was short-lived, as a blue beam from the overhead ship caught the wizard and started pulling him up.

Peter webbed up a streetlamp, and held onto it with all the strength he had while trying to hang onto to the wizard at the same time.

His eyes widened at the sight of the cloak flying up. it was definitely not the wind. Wizards and aliens, Peter could easily see. Sentient pieces of cloth is where he had to draw the line, but there was one, right above him.

The streetlight was torn from its home in the ground, and before Peter knew it, he was following the wizard and cloak into the jaws of the war, "Uh, guys! I'm being beamed up!"

"_Hold on, Pete_!" Ava's panicked voice cracked through the comms.

Hold on.

Peter could do that, he held on plenty of times before when his life was on the line.

He had never been this high before, or as terrified to fall. Half-way up, the wizard was torn from his grasp, and he didn't have the strength to get him back.

At the top, he webbed up the side of the ship, and shored over, landing on the inside of the disk. He stuck to it, holding on for dear life, as he waited for somebody to catch up with them.

He pressed his forehead against the ship and let out a heavy shaky breath. This was not what Ava meant by 'be careful.'

Actually, it was the polar opposite.


	52. End is near

Ava knew that Peter would protect the world until his last breath.

That was the vow he made when he became Agent S, he had to put people first, and himself last, no matter how much it hurt.

Tony explained to her about Doctor Strange, and the time stone, because they were the important thing here.

Peter was intuitive and incredibly intelligent, and one day, he would give Tony a run for his money.

But, even the brightest minds, can't function when they are deprived of oxygen. Peter wouldn't be thinking logically, he wouldn't have the willpower to web himself up to the side of the ship.

Tony didn't have long, and he was still on the ground in hand-to-hand combat with a member of Thanos' army. Tony's mind was clouded by thoughts of Peter. He didn't have time to retaliate, when the creature's weapon locked around the Iron Man armour, imprisoning him and Ava as they landed on their back, unable to escape the restraints.

The creature's armour, suddenly, produced a sword. This couldn't happen, she couldn't lose like this, especially not when Peter's life was in the balance. She tried to pull against the restraints, but nothing worked.

The beast lunged for them, it threw its arm back, ready to deliver the killing blow. Tony attempted to roll over, but he was locked in place.

Her heart leapt up into his throat when a portal opened in front of him and swallowed the creature. She still had time, he could save Peter. She pushed herself back onto her feet and tried to escape from the restraints.

Wong, Strange's partner in wizardry apparently, had been the one to open the portal and stop the creature.

The mystic closed the portal, and for good measure, he chopped the beast's arm off.

Bruce recoiled in disgust, "Whoa." He kicked the disregarded arm away, in Tony's direction. If Tony wasn't distracted by his debilitating concern for Peter, he would have probably made a sly comment at Bruce's actions.

Instead, Tony escaped the restraints, he settled for the only comment that came to mind. "Wong, you're invited to my wedding." Tony sped up, making a beeline for the ship, his mind fixated on helping Peter.

"Wait!" Ava tries calling, wanting to help Peter but can't break free as Stark is out of hearing range.

Peter's on his own.

-

"Give me a little juice, Friday." Tiny says and his suit's thrusts morphed into a single jet and blasted him up towards the ship.

Even with the extra help, he still wasn't close enough and it wouldn't be long until the spaceship broke the atmosphere.

Panic crept up Tony's spine, "Unlock 17-A. Pete, you gotta let go. I'm gonna catch you." Tony said.

Peter was latched onto the outside of the ship, hanging on with the little strength he had left.

"But you said save the wizard!" Peter shouted back, his voice strained by the lack of oxygen making it into his lungs.

Tony watched, utterly helpless, as Peter pulled off his mask, and desperately gasped for air.

"I can't breathe!" Peter yelped, now only hanging onto the ship with one hand as his other flopped back, dropping his mask.

"You're too high up. You're running out of air." Tony informs him.

"Yeah," Peter hiccuped into the thinning air as his thoughts became more distant, "That makes sense." The 17-A shot past Tony, heading for Peter.

Tony watched as Peter let out one last strained gasp, and fell. Tony fought against the bile rising in his throat at the sight of the kid, free-falling.

Tony wasn't an idiot, he knew that Peter wasn't a stranger to suffering, he had faced his own battles and had his own demons over the years from within S.H.I.E.L.D., but this was different.

This was the agony that had been silently tearing Tony apart, from the inside out, for six years. He couldn't let someone like Peter or Ava get tangled up in this more than they already were.

Tony watched on, as the Iron Spider suit hit Peter's back, and began to form around his old suit, shielding him in a metallic-shell. It was built like the Iron Man suit, but with upgrades to match Peter's chosen persona.

Peter twisted in the sky, as oxygen was reintroduced to his lungs. The suit quickly connected to the side of the ship. Peter absentmindedly stood in his Spider-Man stance.

"Yikes, it smells like a new car in here!" Peter shouted, the usual exuberance in his tone returned.

Tony flew up until he level with his son. He had to do something, something he should have done as soon as Peter arrived to help.

"Happy trails, kid!" Tony exclaimed, a quiver in his voice, "Friday, send him home." He tells his AI.

"_Yep_." Friday hummed.

A parachute shot out of the back of the Iron Spider, and pulled the unexpected Peter back before he had chance to protest, he was pulled toward the ground, "Oh, come on!"

Knowing Peter was safe, Tony carried on with the mission at hand. He attached himself to the side of the ship and used his laser to cut through the metallic structure, it flew back into the atmosphere, and he clambered inside.

His heart broke, when Pepper's panicked voice cracked through the communication link, "_Tony? Oh my God! Are you all right? What's going on_?"

Tony scanned the interior of the ship.

"Yeah, I'm fine." He lied as he thought of the best way to tell her that he was not coming back, "I just think, uh, we might have to push our eight-thirty dinner res."

"_Why_?" Pepper asked, but she knew.

"Just 'cause I'll probably not make it back for a while." Tony drew back his mask, after Friday informed him that the oxygen levels on the spaceship were stable.

"_Tell me you're not on that ship_." Pepper pleaded, desperation seeping through in her urgent tone.

"Yeah." He choked, hating that by leaving, he was hurting her, and Peter.

"_God,__ no, please tell me you're not on that ship_." She begged, her throat cracking.

"Honey, I'm sorry, I'm sorry. I don't know what to say-" He didn't have time to explain why he had to stay on the ship. In the long run, it was for Peter and Pepper.

This universe was hanging in the balance, and from where he was standing, he had the power to stop Thanos, before he had a chance to win.

"Come back here, Tony." She ordered, "I swear to God. Come back here right now."

"Pep-"

"_Come back_." The audio link cracked, as the ship flew further from earth.

"_Boss, we're losing her_," Friday informed him. "_I'm going too..._"

Outside the ship, Peter was able to grab on and started climbing inside, not understanding what Stark was thinking, but he knows this has something to do with someone wanting to harm Earth, on way or another.

And it's his duty as an agent of S.H.I.E.L.D. to protect the earth.

"I should've stayed on the bus." Peter admits to himself knowing that if he survives this, Ava or Coulson will kill him.

-

Back on Earth, it took some doing, but Bruce was able to help Ava break free from the device that creature placed her in and found Stark's phone. While Bruce was explaining what's going on to her.

Apparently, Bruce was on a planet named Sacarr where he fought Thor and they escaped to Asgard which was now destroyed. Then they met up with a monstrous man named Thanos who plans on collecting all six of the infinity stones and uses them to kill half of all life.

And he even fought beat the Hulk, Loki, and Thor at once with just one of the stones.

From what Bruce can tell, Thor is dead.

"So, you're an ex-Agent of S.H.I.E.L.D.?" Bruce asks Ava.

"Ex, retired, taking a break. Call me what you will. People call me White Tiger or Ava. You already met my teacher, Agent S." Ava tells him.

"S? That kid from S.H.I.E.L.D.?" Bruce asks, having a vague memory of a child that was on the Helicarrier when the Avengers were first formed. "Okay, if you're as good as him, you can help. We need to find Vision and get the Avengers back together." He states, getting back on track.

"I might have a few friends that can come in handy." Ava states thinking of the Next Avengers and wonders how they'll feel with helping the Avengers.


	53. One way trip

Tony had been picturing this war, he had committed years of his life to preparing for it., threatened his relationship with Pepper, and his mental stability to make sure that he was prepared when it came.

That all seemed hauntingly redundant now because nothing would or could have prepared him for this scenario. He was essentially a stowaway on a flying donut, attempting to save a rip-off arrogant Harry Potter from the evil clutches of Squidward.

When your life comes where you can say that sentence and not sound crazy, you know you did something wrong.

Tony watched, horrified by what he was seeing. Strange was being tortured and Tony didn't have long to formulate a plan. He couldn't let Strange die, no matter how arrogant he was and he couldn't let the stone fall into enemy hands.

Tony did not have the time to unpack everything wrong with that, aliens were one thing, cloaks that could think for themselves were another.

The universe was vast, complicated, and full of crazy things he had not seen yet. He couldn't draw the line at a sentient piece of cloth, actually, he couldn't cross the line anywhere. Not his line of work.

"Wow you're a seriously loyal piece of outerwear, aren't you?" Tony teased, even when he didn't expect an answer didn't get one from the cloak, but a voice did follow, one Tony did not want to hear.

"Yeah, uh…" Peter. That was Peter's bubbly and frantic voice that he used when he knew he was in trouble, but he was trying to escape it, he was hung upside down, he was concealed behind the Iron Spider mask, "Speaking of loyalty..." He flipped down, and his mask retracted, revealing his face underneath.

Peter held his hands up, "I know what you're gonna say. I was gonna go home--" Peter was defending.

Tony shook his head. "I don't wanna hear it."

"But it was such a long way down and I just thought about you on the way..."

"And now I gotta hear it." Tony sees.

" ...And I kinda stuck to the side of the ship. And this suit is ridiculously intuitive, by the way." Peter pointed out, he gestured forward with a sly smile on his face. "So if anything, it's kinda your fault that I'm here." Peter states.

Tony stared at him, not sure what route he should take next. In the short run, it was not his fault, because he sent Peter home. In the long run, it felt like it was_, _because he made the suit and he should have realised Peter wouldn't leave him behind.

"What did you just say?" Tony asks

"I take that back." Peter says after realizing what he said. "And now I'm here in space."

"Yeah, right where I don't want you to be. This isn't Coney Island. This isn't a field trip. It's a one-way ticket. You hear me? Don't pretend you thought this through." Tony warns him.

"Yeah, I did think this--" Peter tries telling him. In S.H.I.E.L.D., split second decisions were his main points.

"I know you didn't--" Tony tells him.

"No." Peter half-shouted, "I did think this through."

"You could not have possibly thought this through." Tony states, knowing Peter would have had about five seconds to choose to go home or stay with Tony, so, no, he did not think this through. But even he doesn't know what he's been through with HYDRA, S.H.I.E.L.D. And everything else.

"This isn't just about you, Tony. I took an oath." Peter tells him and Tony decides to wait for him to explain it. "When I became Agent S, I swore an oath. Shield humanity, shield the world as best I can. _This_, this is a job for S.H.I.E.L.D. as much as it is yours. And I'm all you've got for the whole organization. It's greatest Agent, so you can lecture all you want, but I'm gonna do whatever it takes to protect my home, my world."

Tony had to be honest, this kid had a point. He was born into a world like this, his main reason for existing was to help those in need.

Tony let out a shaky breath before reaching forward and tapping Peter's arm, "Come on. We got a situation." He guided Peter over to the viewpoint that overlooked Strange and Squidward. Peter crouched down to get a better look, the Cloak followed behind him, "See him down there? He's in trouble. What's your plan? Go."

"Um. Okay, okay... uh…" Peter stuttered, he jumped up, too excited for Tony's liking, "Do you know a really old movie that Uncle Coulson made me watch, titled _Aliens_?" He asks Tony.

Tony frowned, but he knew what Peter was getting at and it was the only plan they had.

Peter stayed on the platform, awaiting his signal, while Tony carefully flew down to confront Squidward, he tried his best not to alert him to his presence on the way down. He wanted to make sure he kept the element of surprise because this was a rather messy plan.

He landed down at the end of the deck, and straight away the alien turned to face him, "I could end your friend's life in an instant." He hissed as Tony held up his hands, and activated his repulsers.

"I gotta tell you, he's not really my friend." Tony mocked, "Saving his life is more a professional courtesy."

Tony just started to internally call this guy Squidward, it was all he had.

Squidward held up his arms as he walked toward him, metal objects floated with him, ready to be used in defence, "You've saved nothing. Your powers are inconsequential compared to mine."

"Yeah, but the kid's seen more movies." Tony fired a rocket from his shoulder, tearing open the side of the ship.

Squidward was sucked out straight away. Strange was freed from the torture but he started hurtling towards the breach. The Cloak wrapped around his arm, trying to pull him back, but it failed. Tony watched as Peter leapt into action, webbing up Strange's hand and attempting to pull him to safety.

Tony took one deep breath before flying up, losing visual on Strange and Peter for a second as he got ready to seal the hole.

"Yes!" Peter said but then realized what's happening, "Wait what are those?!" He looked down to see that the Iron Spider had activated its legs, saving Peter from being dragged out into space along with Strange. He has a gauge memory of one or few of his doppelgängers had things similar. Hell, the suit was quite similar.

Peter was quick on his feet and able to leap back, propelling Strange to safety. Tony quickly used his nanotech to plug up the hole, so that all three of them were safe inside.

Tony flew back down to the ramp, he deactivated his armour as walked toward the main hull of the ship. Strange got up onto his feet, "We've gotta turn this ship around."

"Yeah." Tony scoffed, "Now he wants to run. Great plan."

"No, I want to protect the stone." Strange tells him.

Tony rolled his eyes, "And I want you to thank me now. Go ahead, I'm listening."

"For what?" Strange questioned, "Nearly blasting me into space?"

Tony turned to face him, "Who just saved your magical ass? Me."

Strange shook his head, "I seriously don't know how you fit your head into that helmet."

"Admit it. You should have ducked out when I told you to. I tried to bench you. You refused."

Strange smirked as he narrowed his eyes, "Unlike everyone else in your life, I don't work for you."

"And due to that fact, we're now in a flying doughnut billions of miles away from Earth with no backup."

Peter raised his hand, "I'm backup." He states since he's basically the equivalent to a small army.

"No." Tony shook his hand out in front of him, "You're a stowaway." He pointed over to Strange, "The adults are talking."

"I'm sorry," Strange blurted, he turned to Peter, "I'm confused as to the relationship here, what is he your ward?"

"No…" Peter states stepped closer, holding out his hand, "I'm Peter. Peter Parker of S.H.I.E.L.D."

"Dr. Strange."

"Wait, you're serious, that's you're actual name?" Peter asks, "Um...okay."

Strange rolled his eyes, as he turned back to face Tony, "So, this ship is self-correcting its course. Thing's on autopilot."

"Can we control it? Fly us home?" Strange asked him.

Tony elected to ignore him because the thoughts of New York came flooding back. He wanted to send Peter home, but he knew that would be pointless because if Thanos won than they were screwed wherever they were, "Stark?"

"Yeah?"

"Can you get us home?"

"Yeah, I heard you." Tony sighed, "I'm thinking... I'm not so sure we should."

"Under no circumstance can we bring the Time Stone to Thanos." Strange sneered, "I don't think you quite understand what's at stake here."

"No." Tony snapped as he stormed over until they stood, nose-to-nose, "It's you who doesn't understand, that Thanos has been inside my head for six years since he sent an army to New York and now he's back! And I don't know what to do." Tony admitted, "So I'm not so sure if it's a better plan to fight him on our turf or his but you saw what they did, what they can do. At least on his turf, he's not expecting it. So I say we take the fight to him. Doctor. Do you concur?"

"Alright, Stark. We go to him." Strange agreed, but Tony could sense a 'but' coming from the sheer arrogance in the man's voice. Dear God, is this what he sound like? "But you have to understand if it comes to saving you or the kid or the Time Stone..." He paused, "I will not hesitate to let either of you die. I can't because the fate of the universe depends on it."

"Nice. Good." Tony said while tapping Strange's arm, "Moral compass. We're straight."

He stepped away, not wanting to look him in the eye again. His mind turned to Peter, and how terrified he was of what could happen but knows Peter can handle himself. There was only one thing Tony could do now, even though it was the last thing he wanted to do because he knew what it was like. Still, it was all he had.

He strode over, "Alright, Kid." He tapped both of Peter's shoulders with the side of his hand, like a knighting ceremony, of sorts, "You're an Avenger now."

Tony walks away and leaves Peter who's shocked that it finally happened. After all of these years, he was made an official Avenger.

He just wished it happened under better terms.

Then he's left to wonder how everyone on earth is doing.

-

Ava and Bruce rounded up the Next Avengers and made it to the Avengers Compound, which Kamala almost had a heart attack as they see the original Avengers have got their message and are all here.

"Hey, yeah. I'm back." Bruce greets the Avengers for the first time in two years.

"Hey, Bruce." Natasha greets.

"Nat." Bruce greets back.

"Ava, it's great to see you again." Natasha says and sees the rest of the teens.

"Hey." Luke greets the heroes. "Luke Cage, Power Man. Ms. Marvel, Kamala. That's X-23, or Laura. And Squirrel Girl, Doreen." He introduces them to the others.

"This is weird." Sam states, never meeting these guys before.

-

They filled everyone in on what happened and learnt that Vision's head contains one of the stones they're after.

"So we have to assume they're coming back, right?" Rhodey guesses.

"And they can clearly find us." Wanda, a newcomer who the younger group have only met now, says.

"We need all hands on deck. Where's Clint?" Bruce asks not seeing Hawkeye.

"I was wondering the same." Laura states from the couch.

"After the whole accords situation, Peter was able to get him and Scott a house arrest deal." Natasha explains to him.

"Who's Scott?" Bruce asks.

"Ant Man." Steve, who's grown a beard in the last two years, informs Bruce.

"There's an Ant Man, a Squirrel Girl, a White Tiger, and a Spider-Man?" Bruce clarifies.

"Yeah, earth got strange the last two years." Ava admits to him.

"Seriously, you should meet Madame Web." Doreen says.

"Who's Madame Web?" Rhodey asks.

"Long story." Ava says and doesn't wanna get into her right now.

"Okay, look, Thanos has the biggest army in the universe and he is not gonna stop until he gets...Vision's stone." Bruce says, getting back on track.

"Then we have to protect it." Natasha tells them.

"No, we have to destroy it." Vision says and they all turn to face him. "I've been giving a good deal of thought to this entity in my head. About it's nature. But also it's composition. I think if it were exposed to a sufficiently powerful energy source, something very similar to its own signature, perhaps...it's molecular integrity could fail." He explains while looking towards Wanda.

"You along with it." Wanda states. "We're not having this conversation."

"Eliminating The stone is the only way to be certain that Thanos can't get it." Vision tells her.

"That's too high a price." Wanda says, not wanting to kill him.

"Only you have the power to pay it." Vision says to her while holding her face.

"Are they a thing?" Doreen whispery asks Luke.

"I have no idea, but now I have questions I don't want answered." Luke guesses.

"Thanos threatens half the universe. One life cannot stand in the way of defeating him." Vision states.

"But it should. We don't trade lives, Vision." Steve informs the android.

"Captain, 70 years ago, you laid down your life to save how many millions of people? Tell me, who is this any different?" Vision asks him.

"Because you might have a choice." Bruce tells Vision. "Your kind is made up of a complex construct of overlays. Jarvis, Ultron, Tony, me, the stone. All of them mixed together, all of them learning from one another."

"Your saying his mind isn't just the mind stone?" Ava asks Bruce, thinking she's following.

"I'm saying that if we take out the stone...there's still a whole lot of vision left. Perhaps the bets parts." Bruce explains.

"Can we do that?" Natasha asks.

"Not me, not here." Bruce admits.

"I wish Peter was here. He'd know what to do." Laura states when Ava gets an idea and unknowingly Steve had the same idea.

They're going back to Wakanda, and are gonna need a ride.

"I'll get Coulson on the phone." Ava says and walks off.

But as soon as she said that, it confused about half of the Avengers who last heard he's dead. "Wait, Coulson?"


	54. The Guardians

Back in space, Peter's hair stood on end, he knew disaster would surely follow. The ship sped up, and turned to one side, he hurried over to where Tony and Strange were standing and see a planet.

"Hey, what's going on?" Peter asks them.

"I think we're here." Strange said, surprisingly monotone.

"I don't think this rig has a self-park function." Tony sped over to one of the steering controls, and placed his arm in, he turned to Peter, "Get your hand into this steering gimbal." Peter wasted no time in doing what he was told. "Close those around it. You understand?"

"Yep, got it." Peter blurted uncertainly.

"This was meant for one big guy, so we gotta move at the same time," Tony explained.

"Okay. Okay." Peter stuttered, "Ready." Much to their luck, Titan was a complete mess.

There was no safe passage for them to land, there was rubble of giant structures everywhere, turned on their side, pointing up. It was like a weird defensive mechanism, a way for the planet to protect itself from potential threats. If they didn't steer fast enough, then the planet would most definitely win. They started to turn toward one of the structures.

"We might wanna turn. Turn! Turn! Turn!" Peter warns as they crashed into the side and lost about three-quarters of the ship in the untimely collision.

Peter yelped, and activated his mask, to narrow his focus.

Strange intuitively conjured a golden force field, which wrapped around all of them.

Peter threw his arm back in a defensive stance as the ship fell onto the planet below.

Peter's hand was freed from the steering device, the unstable wreckage shook and he was flung backwards. He webbed himself up and swung to the 'safety' of the ceiling. He watched from above, as Strange helped Tony up onto his feet.

Peter retracted his mask and lowered himself to meet them. Upside down_._ It the best position to think in, and he could tell, something else was coming.

"Let me just say, if aliens wind up implanting eggs in my chest or something, and I end up eating you, I'm sorry." Peter warns them.

"I don't wanna hear another single pop culture out of you for the rest of the trip. You understand?" Tony glared at him, while pointing.

"I'm trying to say that..." Peter flung his hand back, "Something is coming."

As if on cue, a grenade rolled over, it stopped in-between the trio. It exploded before any of them had the chance to react, they were tossed across the room, all in opposite directions.

Peter rolled on his side, just in time to see three figures heading in through what used to be a door.

There was a grey alien, a masked man who seemed to be more human than alien, and there was another alien, who seemed to be in a state of confusion, with antennas.

"Thanos!" The grey alien hollowed, as he threw his blades over toward Strange, who defended them as if they were nothing.

Peter scurried back on his elbows, trying to formulate a plan. Explodes echoed overhead, as Tony took on the masked individual who was well-equipped, but not as skilled as Tony.

Peter looked up, to see the alien with antennas hovering over him, he screamed. "Whoa, whoa, whoa!" He backed away as she followed along, staring at him with wide-eyes.

"Please don't put your eggs in me!" Peter said as he shot webs up at her, tying her arms to her side to stop any possible attack, she squeaked as she face-planted onto the floor below.

Peter got to his feet and went to help Strange with the grey alien, but instead, the masked man flew over, feet-first, and kicked him to the side, "Stay down, clown!"

"Oh, you did not just call me a clown!" Peter states now ready to fight this guy.

He was able to stay upright, with the help of the four metallic legs from his new suit. He took to the air, twirling around, as he avoided continuous shots from the masked man. He leapt down, in an attack formation that has kept him alive for years.

And then he remembered he's in space and the rules don't apply here, as the man was one step ahead, he shot out an electric cord, it wrapped around Peter, in an unforgiving grip. It pinned his arms and the spider legs to his side, he wasn't able to catch himself, and instead rolled onto the floor.

The masked man grabbed Peter's shoulder and yanked him up.

Peter watched as he saw Tony fly down, and pressed his foot against the grey alien's chest, who was down on his back, struggling to break free.

Tony activated his gauntlet, and held it out toward the alien's face, ready to strike if he tried anything else.

The masked man held Peter in a head-lock and pushed the barrel on a gun to his head. Peter however was relaxed, this not being his first time being a hostage.

"Alright, everybody, stay where you are, chill the _F_ out." The man deactivated the mask, revealing his face, but Peter couldn't see him at the angle he was being held in, "I'm gonna ask you this one time. Where's Gamora?"

Peter frowned. _Who the hell was that?_

Tony held up his gauntlet in the man's direction, he retracted his mask, and his expression reflected Peter's of complete and utter confusion.

"Yeah, I'll do you one better. Who's Gamora?" Tony asks.

"I'll do you one better!" The grey alien shouted, "Why is Gamora?!"

That was a joke, and it was quite funny, it wasn't just the idea of being shot in the head that scared Peter. It was the thought of dying, and leaving the people he loved behind to pick up the pieces, especially with this Thanos threat approaching.

"Tell me where the girl is, or I swear to you, I'm gonna French-fry this little freak." The man pushed his gun harder into Peter's head.

"Take off this rope and face me like a man." Peter dared the new guy.

"Let's do it!" Tony screamed, "You shoot my guy." He turned to look at the grey alien, "I blast him. Let's go!" Tony's left arm extended out into a cannon.

It shone brightly, blinding the unphased alien below, Peter had to admire this guy's courage.

"Do it, Quill!" The grey alien ordered. This guy definitely has a death wish, "I can take it."

"No, he can't take it!" The alien with the antennas pleaded while still wrapped in the webbing.

"She's right. You can't." Strange said, deadpan.

"Oh yeah? You don't wanna tell me where she is? That's fine." The man spat. "I'll kill all three of you and beat it out of Thanos myself." He powered up the gun, and pushed it against Peter's cranium, "Starting with you."

"Wait, what." Strange blurted, he narrowed his eyes, keeping up his mystic shield, "Thanos? Alright, let me ask you this one time. What master do you serve?"

"What master do I serve?" The man sneered. "What am I supposed to say? _Jesus_?"

_Jesus? _He's from Earth.

Unless religion found a way to spread across the galaxy.

"You're from Earth?" Tony asked, deactivating his weapons, he did not look best pleased.

"I'm not from Earth." The man snapped, "I'm from Missouri."

_Wow_, Peter would seriously be disappointed if he was killed by this moron. Imagine what they would say. _S.H.I.E.L.D_.s _greatest Agent was killed by a space moron_.

Ava would laugh.

"Yeah, that's on Earth, dip-shit." Tony snapped, "What are you hassling us for?" He asks.

"So, you're not with Thanos?" Peter questions as he has a faint memory of these guys from an alternate universe he visited with that older version of himself. He just didn't remember them being idiots.

"_With_ Thanos?!" The man screamed, "No, I'm here to kill Thanos! He took my girl. Wait, who are you?"

Peter retracted his mask.

"We're the Avengers, man." The man sighed disappointedly and released Peter from his head-lock.

"You're the ones Thor told us about!" The antenna lady shouted.

"You know Thor!?" Tony bellowed.

"Yeah." The man confirmed, "Tall guy, not that good-looking.." Peter frowned his disapproval and stepped back. "Needed saving."

"Where is he now?" Strange asks.

"Nidavellir." The grey alien answered.

"Gesundheit." Tony said as he helped the alien up onto his feet, "What's he doing?"

"He needed a new weapon." The now, un-masked, man said.

"What happened to Mjölnir?" Peter asked.

The man's face fell, "What is Mjölnir?"

"His hammer." Peter says with his eyes looking like this guy was a complete moron.

The man shrugged, "Oh, he lost it."

"Lost…" Tony's sentence came to an abrupt stop, and he shook his head, "Okay." He pointed to the restraints that were still locked around Peter, "Let him go."

"Oh, shit." The man stepped forward, and pulled them away, freeing Peter, "Sorry."

"Don't worry 'bout it. Not the first time I had a gun pointed at my head or tied up." Peter admits.

"Hey, _Andy Dwyer_, who are you guys?" Tony called over.

Peter rolled his eyes as he thought all further Pop Culture references were off bounds.

The man grinned, "We're the Guardians of the Galaxy."

Tony rolled his eyes, "Do you have names?"

"Oh yeah." The man pointed to the grey alien, "That's Drax," He moved his finger to the antenna lady, "Mantis, and you can call me Star-Lord."

Tony was not having this, "What's your real name?"

"Peter Quill."

"That will be easy to remember." Tony commented, "I'm Tony Stark," He gestured to Strange, "That's Doctor Stephen Strange," He nodded his head to Peter, "And this is Peter Parker-Coulson."

"Peter?!" Quill exclaimed, "That's so _awesome_**."**

Tony waved his hand out, "Let's take this party outside, hey?"

"Oh, I love parties!" Mantis sang.

"A party?" Drax squinted, "Are we not here to fight Thanos?"

"That was metaphor--" Tony sighed, "_Jesus_. Everyone go outside now." He tells them as they head outside.

"These guys are gonna be fun." Peter can already see as he follows them.

-

"The hell happened to this planet?" Quill questioned while holding a small device, "It's eight degrees off its axis. Gravitational pull is all over the place." The idiot wasn't wrong, they could give him that.

The gravitational pull would be a challenge for the upcoming fight, but Tony had already thought of a thousand ways they could use it to their advantage. Peter saw this as an advantage with his abilities, this planets gravity will be able to help him fight off this Thanos.

"Yeah, we got one advantage. He's coming to us." Tony said, scanning what he could see in the distance, trying to formulate the best plan of action, "We'll use it." He turned back to face Peter who is watching Mantis using the planet's gravity as a makeshift trampoline as he's confused.

They decided it was best not to call her out on it, "All right, I have a plan." Quill moved forward, signalling for Tony to carry on, "Or at least the beginnings of one. It's pretty simple. We draw him in, pin him down, get what we need. Definitely don't wanna dance with this guy. We just want the...gauntlet."

Drax yawned, and Tony was sure that was about to have an anger-induced heart attack, "Are you yawning?" He barked, "In the middle of this, while I'm breaking it down? Huh? Did you hear what I said?"

Drax kept a straight face, obviously not realising that he was being disrespectful.

"I stopped listening after you said, _We need a plan_." Drax admits to him.

Tony turned back to Quill, who surprisingly was the mature one of the group, "Okay, Mr. Clean's on his own page." He states.

"See, not winging it isn't really what they do." Quill defended his team.

"Uh." Peter groaned exasperatedly, it was good to see that he and Tony were on the same page. Peter gestured over to the pair, "What exactly is it that they do?"

Mantis attempted a scowl, but it just looked ridiculous, "Kick names, take ass."

Drax nodded, not noticing the mistake in her saying, "Yeah, that's right."

Peter stared into the horizon, longing for something, but he wasn't sure what that something was. He wanted to go home, he knew that much. He didn't want to fight. Although, he was obligated to, as one of Earth's Mightiest Heroes and all that.

But _these_ are the people who are their only backup to help save the universe?

A doctor, an Avenger, and S.H.I.E.L.D.'s greatest Agent, and a group of weirdos? Yeah, they don't stand a chance.

But no matter what, Peter would die shielding the universe, for the sake of all those he loved, including his friends and everyone else.

Tony, regrettably had to put that to the back of his head. He had to focus on Thanos.

"Alright, just get over here, please." Tony pleaded, "Mr. Lord, can you get your folks to circle up?"

'Mr. Lord.'" He scoffed, "Star-Lord is fine." He nodded over to the pair, and they moved over, forming a circle.

"We gotta coalesce." Tony told them,"'Cause if all we come at him with is a plucky attitude…"

"Dude, don't call us plucky." Quill interrupted, "We don't know what it means. Alright, we're optimistic, yes. I like your plan. Except it _sucks_, so let me do the plan, and that way it might be really good."

"Tell him about the dance-off to save the universe," Drax said, before Tony had a chance to snap back.

"What dance-off?" Tony asked, not entirely sure if he wanted to know the answer.

"It's not a...it's not... " Quill stuttered, "It's nothing."

"Like in _Footloose_, the movie?" Peter asked, completely confused by this.

"Exactly like Footloose." Quill lit up, it was blatantly obvious that this guy hadn't had contact with fellow human beings for a long time, "Is it still the greatest movie in history?"

Peter looked at him, with wide-eyes, "It never was." He says as Quill narrowed his eyes.

"Don't encourage this, alright?" Tony said, stepping down next to Peter. "We're getting no help from Flash Gordon here," Tony commented.

"Flash Gordon?" Quill stepped forward, ready for some form of confrontation, "By the way, that's a compliment. Don't forget, I'm half-human. So that 50% of me that's stupid?" He circled his hand around him, "That's 100% you."

"Your math is blowing my mind." Tony mocked.

"Excuse me..." Mantis called, concerned. That caught Tony's attention, "But...does your friend often do that?"

By friend, she was referring to Strange.

Neither could explain what the man was doing though. He was using the time stone, and his head was twitching unnaturally. It looked like he was having some kind of seizure, but he seemed to be in control of whatever he was doing.

"Strange!" Tony bellowed, "We alright?" He hurried over to him, just in time.

Strange collapsed forward, he let out a startled scream, Tony grabbed hold of his arm, "You're back. You're alright." He eased, sensing the beginnings of a panic attack.

"Hey, what was that?" Peter asked, while getting flashbacks to Madame Web with how her abilities work.

Strange swallowed a lump in his throat, and darted his eyes around, not locking his focus on anyone there. It was like he was afraid to make eye contact with any of them.

"I went forward in time to view alternate futures. To see all the possible outcomes of the coming conflict."

"How many did you see?" Quill asked. The seriousness of this situation finally catching up with him.

"Fourteen million, six hundred and five." Strange answered breathlessly.

Tony knew he had to ask, but he didn't even try to hide his fear, "How many did we win?"

Strange stared at him, every emotion possible glistened in his eyes; fear, guilt, anger, sadness_. _He had seen every horrible, unspeakable future. He kept his eyes locked on Tony, as he muttered a single word, that changed everything.

"One."

———————

**_Start the drums, next up Wakanda!_**


	55. Return to Wakanda

Ava, the Avengers and the Next Avengers team are all on the Bus with Coulson and the rest of the gang on their way to Wakanda after filling them in on what's happening.

May is in the pilot seat with Ava explaining how to get to Wakanda with Fitz-Simmons in the labs as Daisy, Mack with a shotgun-axe, Yo-Yo and Lincoln joined, ready to assist anyway they can.

"So, Coulson is alive?" Steve asks Natasha.

"Don't get me started on that." Natasha warns, not wanting to explain T.A.H.I.T.I. Especially since she didn't understand it.

"This is hands down the greatest day of my life." Kamala states since they're sitting in the same plane as the Avengers and are off to a hidden city to save the universe from an alien psychopath. "You know, if you take away the certain doom of the universe."

"You know, if you're wrong, we're gonna be landing a lot sooner than anyone wants to." May warns them when they travel through the force field protecting Wakanda and make it into the hidden world.

-

"When you said we were going to open Wakanda to the rest of the world, this is not what I imagined." Okoye informs T'Challa.

"And what did you imagine?" T'Challa asks her.

"The Olympus. Maybe even a Starbucks." Okoya says as the Bus comes in for a landing and the team exits.

"Should we bow?" Bruce asks Rhodes.

"Yeah, he's a king." Rhodey informs him, and Ava who wants to see how that turns out and keeps her mouth shut.

Not even a minute out and Fitz-Simmons are looking around and saying random science things Ava can't even hope to understand.

"Seems like I'm always thanking you for something." Steve says to T'Challa while shaking his hand.

"It is good to see you again, Ava." T'Challa says seeing her exit the Bus.

"Hey, T'Challa." Ava greets while Bruce bows.

"What are you doing?" Rhodey asks him.

"Uh, we don't do that here." T'Challa says and starts leading them to the labs to start removing the stone. "So how big of an assault should we expect?"

"Sir, I think you should expect quite a big assault." Bruce informs him.

"How we looking in the way of defense here?" May wonders.

"You will have my Kingsguard, the Border Tribe, the Dora Milaje, and..." T'Challa was saying as James Bucky Barnes coming towards them with a new hand.

"And a semi-stable 100-year-old man." Bucky says as he and Steve hug.

"How you been, Buck?" Steve asks him.

"Not bad, for the end of the world." Bucky admits.

-

They all head inside where they've lost Fitz-Simmons, probably to never see them again, where Shuri starts to look over Vision.

"The structure is polymorphic." Shuri notes.

"Right, we had to attach each neuron non-sequentially." Bruce informs her.

"Why didn't you just reprogram the synapses to work collectively?" Shuri wonders and even Vision looks to him for an explanation.

"Because...we didn't think of it." Bruce says since they were in a rush to make vision to stop Ultron.

"I'm sure you did your best." Shuri states.

"Can you do it?" Wanda asks her.

"Yes, but there are more than two trillion neurons here. One misalignment could cause a cascade of circuit failures. It'll take time, brother." Shuri tells T'Challa.

"How long?" Steve asks.

"As long as you can give me." Shuri answers when the alarms start going through the palace.

"That doesn't sound good." Daisy guesses.

Okoye uses her bracelet and sees something has entered the atmosphere above them.

They look out the window and see giant capsules come flying down and some of them destroy themselves as soon as they come into contact with the dome.

"It's too late. We need to destroy the stone." Vision tells them.

"Vision, get your ass back on that table." Natasha warns him.

"We will hold them back." T'Challa promises.

"Wanda, as soon as that stone is out of his head, you blow it to hell." Steve tells her.

"Will do." Wanda promises.

"Wait, what are we doing? Rogue asks.

Laura pulls out her adamantium claws and looks out the window. "We're going to war." She informs her friend.

"Evacuate the city. Engage all defenses. And get this man a shield." T'Challa says pointing to Captain.

"Ava!" Shuri calls her out and when Ava turns to her, Shuri passes something and Ava sees it's a necklace similar to T'Challa's suit one. "Put it on."

Ava does as she said and as soon as she did, a new suit made completely out of vibranium and with a new design forms all around her and her hair goes into its position through the outfit.

Her old design was mostly white with a bit of outlines for her stripes.

This new design, now has completely black stripes all along her entire suit and even the boots are black as her hair still comes out of the top with a belt to hold her amulet.

"Let's go kick some alien ass." Ava tells the Next Avengers and the original while hoping Peter prepared them enough for this army.

For the sake of their home, and for the sake of the universe.


	56. Battle for the mind stone

All of the Avengers, old and new, are all being transported to the outer end of the city where all of the ships are falling towards.

"How we looking, Bruce?" Natasha asks the man who comes flying in the newly made Hulk-buster suit.

"_Yeah, I think I'm getting the hang of it._" Bruce says as he comes starts running through the field. "_Oh, this is amazing, man. It's like being the Hulk without actually..._" he was saying when he tripped on a stone as they glide past him.

"That was embarrassing." Luke states as Bruce stands up and brushes off the grass.

"_I'm okay. It's okay._" Bruce assures them.

"I've got two heat signatures breaking through the tree line." Rhodey tells them from the War Machine armor.

They all exit the vehicles as Captain, Natasha, Daisy and T'Challa walk towards the forcefield.

Cull and Midnight, the last two children of Thanos, leave the trees and make it to the edge of the Forcefield and tried breaking in but they're not strong enough alone.

"Where's your other friend?" Natasha asks, only seeing the two of them and not Corvus who she stabbed before they all met up.

"You will pay for his life with yours." Midnight assures her. "Thanos will have that stone."

"You're gonna have to go through all of us first." Daisy warns her.

"You are in Wakanda now. Thanos will have nothing but dust and blood." T'Challa informs them.

"We...have blood to spare." Midnight says and raises her sword which seems to activate the ships and the four walk back to the others.

"They surrender?" Bucky asks Steve.

"Not exactly." Steve answers.

They now watch as dozens, hundreds, even thousands of eight legged creatures come charging at the forcefield as T'Challa starts the Wakandan war chant.

"What the hell are those things?" Rogue asks, getting filled with fear.

"Looks like we pissed her off." Natasha says.

The creatures hit the forcefield and they all just stand and watch them kill themselves trying to get through.

But every one in a few is able to get through and starts charging.

The warriors activate their force shields and everyone starts shooting at them.

Lincoln uses his lightning on them.

Daisy uses her quake abilities.

Mack uses his shotgun part of his weapon to shoot them.

Sam comes flying overhead and releases small drones that fly through the creatures and keep going.

"You see the teeth on those things?" Sam asks as he flies away from them.

Rhodes comes flying in and drops bombs on the remaining ones as they watch as they start circling the shield.

"Cap, if these things circle the perimeter and get in behind us, there's nothing between them and Vision." Bruce warns them.

"Then we better keep them in front of us." Cap says.

"How do we plan on doing that?" Yo-yo asks.

"We open the barrier." T'Challa says and contacts Shuri. "On my signal, open North-West section seventeen."

"_Requesting confirmation, my king. You said open the barrier_?" Shuri asks him.

"On my signal." T'Challa confirms.

"This will be the end of Wakanda." M'Bacu tells them.

"Then it will be the noblest ending in history." Okoye adds on.

Laurel pulls out her claws, ready to go.

Cap closes his fists for his new shields to come out.

Luke cracks his nuckles, ready to bring the pain.

Doreen looks completely nervous and Rogue plans to be by her side to help her.

Kamala starts enlarging her fists to do some serious damage.

Ava closes her mask and closes her eyes for a minute. Peter's who knows where, she's going to war. Mission; keep Vision safe and annialate the enemy. And if she failed this mission, it could mean the end of the world as they know it. It could mean the end altogether.

"WAKANDAFOREVER!!" T'Challa shouts and they all start charging at the forcefield as Shuri shuts it down and the Outriders start coming in.

They all start fighting left and right, back to front.

These creatures are like animals, not like soldiers. They attack randomly, not in a group or in any patterns.

That's where Peter's team have the advantage. They were taught if they have no pattern, _that's_ a pattern on its own.

"How much longer, Shuri?" T'Challa asks.

"_I've barley began, brother._" Shuri informs him.

"You might wanna pick up the pace." T'Challa says.

Laurel rushes in, her adamantium claws out strong as she attacks every Outrider that comes near either by bruit force of her body or by stabbing them with her claws from her fists or her feet.

Luke punches them with all the strength he can master, which sends some of them flying into the groups of themselves.

Rogue uses one of the Wakanda spheres and her ability to phase to keep her and Doreen alive as she uses her squirrel powers and squirrel soldiers to keep herself alive.

But after some time, it becomes redundant as the more they fight, the more rampant the Outriders come in to finish them off.

Ava was using her new vibranium suit to keep her team safe but eventually starts getting taken down as the rest of the Avengers are all having the same problem as Cull and Midnight get involved into the fight.

"There's too many of them!" Bruce states as they start tearing apart the Hulkbuster.

Suddenly, just when all hope seemed lost, the Bifrost appears and an axe comes flying in and sparks off electricity and frees the heroes as they look to see Thor has returned and his hair has been cut.

But he's not alone as Ava sees that there's a tree that looks like something from _Lord of the Rings_ and a raccoon with a rifle.

You know what? Let's just pretend that's normal.

Bruce stands up and starts laughing as he opens the roof of the suit. "You guys are so screwed now!" He promises and they see things have changed in their favor.

"**BRIIINNNG ME THANNNOOOOSSSSS!!!!!!!!**" Thor commands and charges at the Outriders with the raccoon and tree when he goes flying into the air and slams into the ground, sending lightning everywhere and killing hundreds.

"My god, Thor just got a whole lot more hot." Daisy states and most of them agree.


	57. Battle for the time stone

On Titan, Thanos has finally arrived through one of his portals using the space stone.

Thanos looked around the debris, looking for his child. But he looks and is met by dr. Strange.

"Oh, yeah. You're much more of a Thanos." Strange admits looking over the giant purple ape with a sandpaper chin.

"I take it that Maw is dead then." Thanos says and Strange nods. "This day extracts a heavy toll. Still, he accomplished his mission." He gestured to the Eye of Agamotto currently around the doctor's neck.

"Yeah, you may regret that. He brought you face to face with the master of the mystic arts." Strange informs him.

Around the rubble surrounding them, the team are all hiding in waiting for their opening to stop the Titan.

"Where do you think he brought you?" Thanos asks Strange as he walks towards him, who looks at the gauntlet and sees that he already has four of the six he needs.

"Let me guess. You're home?" Strange asks.

"It was." Thanos says and uses the reality stone to show how the world once looked and it seemed to be similar to Earth with blue skies and water. "And it was beautiful. Titan was like most planets. Too many mouths, not enough to go around. And when we faced extinction, I offered a solution."

"Genocide." Strange guesses again.

"At random, dispassionate, fair to the rich and poor alike. They called me a madman." Thanos informs Strange. "And what I predicted came to pass.

"Congratulations, you're a prophet." Strange mocks.

"I'm a survivor." Thanos corrects him.

"Who wants to murder trillions." Strange reminds him.

"With all six stones, I could simply snap my fingers. They would all cease to exist. I call that...mercy." Thanos says while snapping his non-gloved hand.

"And then what?" Strange asks while standing up.

"I finally rest...and watch the sun rise on a grateful universe. The hardest choices require the strongest wills." Thanos says.

"I think you'll find our will...equal...to yours." Strange tells him while summoning his magic shields.

"_Our_?" Thanos asks.

Tony then pushed against the debris, heading down at full speed. He focused on Thanos, making sure he was the only target in his trajectory.

Thanos was soon crushed under the weight of the debris. An explosion rippled and a giant dust cloud followed.

Thanos, with the power of the infinity stones, had been able to retaliate.

"Piece of cake, Quill." Tony tells the spaceman.

"Yeah, if your goal was to piss him off." Quill says as he joins him in the air.

Tony watched as the debris disintegrated, almost into small clusters of shredded metal.

Purple light enveloped around the damage. At the epicentre of the explosion, was Thanos, and Quill was right, he was pissed off.

Thanos reclined his head, and howled, angrily. The purple light disappeared, swiftly replaced by red as he harnessed the power of the reality stone.

The renaissance of the debris turned into a flock of birds or bats, Tony could not tell.

Whatever they were, they were coming for him. They flew into him, knocking him off course.

They dragged him through the wreckage of another fallen structure, he shot at them.

Peter, he leps in knowing he needs to do whatever it takes in order to stop Thanos. He plans on killing trillions.

This was exactly why he became Agent S. To stop the madmen who thought their plans were the right thing to do.

He goes swinging in and shoots a web at Thanos' face as Drax comes sliding in and slices his knee.

Strange appears and starts using some spells and helps Quill as he comes in and plants a bomb on Thanos and raises his middle finger to him as Strange opens a portal behind him.

"Boom!" Quill says as he disappears and the bomb goes off.

"Don't let him close his fist." Strange tells the Cloak of Levitation and it flies off and attaches itself to Thanos' fist.

Strange starts using portals and Peter comes swinging in ready to do his part.

"Magic!" Peter shouts as Strange opens another portal and Peter falls into it.

Peter then turns up again from behind him. "More magic!" He says as he grabs Thanos' head and kicks him in the knee, searching for his weak spot, Achilles heel, anything.

"Magic with a kick." Peter says as he kicks Thanos in the face.

Hey, nobody said you couldn't have a bit of fun along the way to save the universe, right?

"Magic with a..." he was saying when Thanos finally got smart and grabbed Peter before slamming him into the ground.

"Insect!" Thanos states and Peter was in too much pain to correct him as Thanos crushes his neck. He takes Peter and uses him to hurl at Strange, taking him down and rips the cloak off his hand.

Tony came flying back in while fired missiles, hitting Thanos, stopping him from further pursuing Peter or Strange.

Peter took this opportunity to come swinging back in and uses all of his strength to rip the gauntlet out of Thanos' hands which turned into a tug of war situation.

But, sadly Thanos gained the upper hand in the end as he pulls Peter towards him and punches him in the face, sending him toppling.

Suddenly, a space craft comes in and crashes into Thanos revealing Nebula, Thanos' daughter, as she punches Thanos in the face.

"You should have killed me." Nebula informs Thanos angrily.

"Would've been a wast of parts!" Thanos says and Nebula uses her weapon and starts swinging at Thanos who doesn't even flinch.

"Where's Gamora?!" Nebula asks when thanks just smacks her.

Strange uses the time he was distracted to wrap up his arm so he can't use the stones against them.

Drax comes in and kicks his knee to hold him down.

Quill comes in and uses a gravity mine to hold Thanos' other arm down and Peter comes swinging in and uses his webs to hold him down completely.

Tony comes flying in and starts holding the gauntlet hand as Strange uses his portals to drop Mantis on top of Thanos and she starts using her powers to put him under.

They did it! They just need to get the gauntlet off of him and they win.

"Is he under? Don't let up." Tony asks and warns Mantis.

"Be quick. He is very strong." Mantis begs them.

"Parker! Help." Tony calls for Peter who runs and starts helping pull the gauntlet off. "She can't hold him much longer. Let's go."

Quill comes flying in and removes his mask.

"We've got to open his fingers to get it off." Peter tells Tony as he's surprised just how strong Thanos is compared to him, considering he can match the Hulk and Captain America.

"I thought you'd be harder to catch." Quill sneered, "For the record, this was my plan." He pointed over at Tony, before getting back to the task at hand, "Not so strong now, huh?" He dropped the act, "Where is Gamora?"

"My...Gamora." Thanos cried out.

"No, bullshit!" Quill snapped, "Where is she!?"

"He is in anguish." Mantis sobbed.

"Good." Quill spat.

"He...he..." She stuttered, "Mourns."

"What does this monster have to mourn?!" Drax screamed.

Peter kept pulling, knowing that he needed to get the gauntlet off, fast. He just knew what was about to be said. He knew who Thanos was mourning. They all did. Although, most of them would not care to admit to it.

Thanos kidnapped this Gamora and returned without her. She was dead, and Peter knew, the monster that Thanos was, he'd killed her. He had the nerve to mourn and act like he loved her when it was his choice to end her life. No matter what the circumstance was, he had murdered his own daughter.

That's how he knew he couldn't reason with this monster in the end like he tried to with the rest of his enemies.

"Gamora." Nebula muttered, confirming Peter's instincts.

"What?" Quill uttered in disbelief.

"He took her to Vormir." She explained, "He came back with the Soul Stone...she didn't."

Tony knew, that if he was in Quill's shoes right now, and found out that Pepper had been murdered, he wouldn't give a damn about the universe, not when overwhelmed by grief and unbridled anger.

He'd fight to kill, which was what Quill was going to do because he just lost the love of his life. Everything else faded away into nothing.

"Okay, Quill, you gotta cool it right now, you understand?" Tony said softly, trying to stop him before it was too late. Quill was unphased, and kept his eyes locked on Thanos, "Don't, don't, don't engage, we've almost got this off!"

"Tell me she's lying." Quill comands Thanos. "Asshole, tell me you didn't do it!"

"I...had...to..." Thanos says confirming their fears.

No, you didn't." Quill cried, shaking his head, "No, you didn't." He swung back his gun, and used it to hit Thanos in the face, "No, you didn't!" He screamed, his actions knocked Mantis back, freeing Thanos from her powers and everyone shouts at him to stop.

"Quill!" Tony rushed forward grabbing his arm, "Hey, stop! Hey, stop! Stop! Hey, stop! Stop!" He tells him as Peter is left to pull the gauntlet off himself.

"It's coming! It's coming! It's coming!" Peter shouted over the noise, this was it. The fate of the universe rested on his shoulders. It's up to him to save everyone and he almost have. "I got it! I got it..."

He was so close, but then, Thanos woke up, he pulled on the gauntlet, pushing Peter on his back. He then tossed Mantis off his back, she twisted through the air.

"Oh, God!" Peter bounced up and caught her in his open arms.

Thanos was not taking any prisoners, not this time around.

Not when he knew what he was up against. Using the power stone, Thanos knocked the rest of the guardians back. He had already pushed Strange off course, and that only left Tony.

Tony tried his best to take Thanos on alone, but he wasn't an equal match for four infinity stones. He watched, as Thanos harnessed the power stone, once again, and used it to summon one of Titan's moons.

Thanos held his hand out towards Tony, and the clusters of moon rock started to head straight for him.

Tony then got into a defensive position and readied himself for the impact.


	58. Fate of everything

Back in Wakanda, the team met up with Thor, Rocket and Groot and were all fighting alongside each other to fight off the Outriders as Wanda and Shuri work on the stone.

Cull was killing the Wakandan soldiers when Ava comes flying in and punches him, sending a shockwave to knock him on his feet.

"This is awesome!" Kamala shouts as she enlarges her fist and swings it around to hit the Outriders surrounding her.

"Don't celebrate yet. These creatures aren't stopping anytime soon." Laura informs her and rushes in for another attack when she stops and smells something big and metal.

She turns to look and sees something is coming through the trees and underneath the shield.

Giant moving sawblades begin to come out from underneath the ground and starts moving at them.

"Fall back! Fall back, now!" T'Challa tells them as they all run to avoid them.

"Daisy, can you take care of them?" Rogue asks Quake.

Daisy and Ava are in a bit of a power fight against Cull and have their hands full at the moment.

"Kinda busy!" Daisy answers as she sends a shock at Cull.

Rhodey and Sam go flying in and start shooting at them to destroy them but there's too many of them and they are coming in, ready to crush the team.

Suddenly, Wanda comes flying in and uses her powers to lift them all into the air and sees the Outriders and crashes the weapons on them.

"Why was she up there all this time?" Okoye asks them.

What they didn't know was that the third child was alive and inside the facility heading towards Vision and the two go flying out a window.

"Guys, we've got a Vision situation here." Sam warns them when an Outrider leaps and tackles him.

"Somebody get to Vision!" Steve tells the team.

"I got him!" Bruce promises as he flies off.

"On my way." Wanda says when she gets hit by Midnight.

"He'll die alone. As will you." Midnight promises.

"She's not alone." Natasha says and Midnight notices her and Okoye.

The three then begin to fight in the trench.

Ava watches and sees they need a _big_ upper hand.

Wait...big. Enlarge. Shapeshift!

"Kamala, it's time for a growth spurt!" Ava tells her as she stabs a Outrider with her claws and she's confused.

"What do you mean?" Kamala question as she punches an Outrider.

"I mean think big, literally!" Ava explains and now Kamala understands.

Ava wants her to enlarge herself and fight from the sky.

"I..I-I don't think I can do that." Kamala says, afraid of failing.

She can use her powers to enlarge a part of her a small bit, she never tried to enlarge her whole self to a large size.

"Kamala, you can do this. You just have to believe in yourself." Ava tells her while fighting off Outriders from every direction.

Kamala just stands there and closes her eyes. She thinks of every cell in her body, every molecule, every atom...and imagines it expanding, growing, enlarging.

Suddenly, she feels the ground moving around her and opens her eyes and sees she's enlarging her size and sees her clothes stretching with her as she almost hits the top of the forcefield.

"It worked!" Kamala shouts as she can now see the entire battlefield and sends her fist into the ground, killing hundreds of the Outriders in seconds.

"Okay, tiny girl is big now. She's big now." Rhodey states seeing the child as she brings her foot up and slams it into the ground, causing a small earthquake in the process.

"Now that's cool." Mack says while using his axe to kill an Outrider.

-

In the woods, Cull and Maw were approaching Vision when Bruce comes out of the sky and aims at them.

"This isn't gonna be like New York, pal. This suit already kicked the crap out of the Hulk." Bruce says when a Cull start fighting him and they land in the waterfall. "Guys! Vision needs backup, now." He warns them.

Cull starts to tear apart the Hulkbuster armor like it's nothing.

"Hulk? I know you like making your entrance at the last second. Well, this is it. This is the last, last second." Bruce informs his second personality as he loses his hand from Cull.

"Hulk!" Bruce calls out.

"**No**!!" The Hulk tells Bruce.

"Aw, screw you, you big, green asshole! I'll do it myself!" Bruce states and races at Cull and places the iron hand on him, sending him into the forcefield and exploding.

Vision was fighting off Maw when he gets stabbed by Maw's sphere-thing.

"I thought you were formidable, machine. But you're dying like any man." Maw says and gets ready to finish Vision off when Ava comes leaping in and tackles the man...alien.

"Get out of here!" Ava yells at Vision as she puts Maw in a death grip. "Go!"

Maw was able to break free of her grasp and starts fighting her off.

Whatever Maw's sword was made out of, it was stronger than her vibranium suit so she quickly disarmed him and tried fighting when Maw lifts her up into the air.

Ava sees that she failed, she couldn't stop him when suddenly he gets stabbed and Ava looks to see Vision holding his sword.

"Thanks for the save." Ava thanks the android as he helps her up.


	59. Live or ash

Back on Titan, Peter wasn't entirely sure how he managed it but he was somehow able to dodge the falling moon with relative ease.

Well, 'ease' meaning he was almost flattened to death by the chunks of space rocks on multiple occasions, but he decided it was best not to dwell on that. He survived, that was all that mattered.

He lived, so he could keep fighting to stop Thanos from getting what he came for. He lived to save the universe.

But in the meantime, he was stuck with keeping the Guardians alive as he carries an unconscious Mantis with him and starts webbing up the Guardians.

"I got you. I got you." Peter calls out as he gets them. "Sorry, I can't see anybody's faces." He states since he remembers their names and all, but when there's debris falling everywhere, a moon falling at you, fire and explosions in every direction, names are kinda the last thing on his mind.

With Thanos, Strange comes down and starts using every magic trick he's got in his arsenal to use against Thanos, but he was able to use the reality stone and pull Strange towards him.

"You're full of tricks, wizard." Thanos congrats him while taking the Eye. "Yet you never once used your greatest weapon." He states before crushing it and sees the stone isn't inside of it. "A fake." He says before tossing Strange away.

Tony threw out a blast of nanotech, it hit the gauntlet and wrapped around it, stopping Thanos from harnessing the power of the stones. Tony celebrated internally because he didn't think that would actually work. "You throw another moon at me, and I'm gonna lose it." Tony warns Thanos.

"Stark." Thanos greets.

"You know me?" Tony asks him.

"I do. You're not the only one cursed with knowledge." Thanos tells the man.

"My only curse is you." Tony replies before he released miniature missiles from his suit and they headed straight in Thanos' direction.

"Come on!" Thanos chorused through gritted teeth as he blocked every missile, although he was engulfed by smoke, giving Tony the perfect opportunity to fight back. Tony activated his single-jet boot, and bounced over, knocking Thanos away in one single move. Tony twirled around and landed down on two feet. His gloves morphed into rockets, he punched Thanos into the wall behind.

Thanos wasn't phased in the slightest, he lunged forward and tore Tony's helmet off. Thanks to his nanotech, he had a new helmet in seconds.

Due to this moment of vulnerability, Thanos forcefully knocked Tony onto the ground. The Titan ripped the nanotech from the gauntlet, freeing the full power of the stones.

Tony didn't have time to formulate a new plan of action, Thanos jumped right back in, using the power stone to send Tony tumbling.

Tony did all he could do, he activated a shield, and hid behind it. His tech was powerful enough to take the hit of an infinity stone, but he knew it wouldn't hold for long. He swung around, pushing the energy away with the shield, he used the planet's screwed gravitational pull to his advantage.

He activated his left thruster and hit Thanos down to the ground, he then pinned the Titan's gauntlet-wielding hand to the floor, before slamming his left glove into his face.

Thanos laughed valiantly as he moved his finger up to the cut on the side of his temple.

"All that for a drop of blood." Thanos says and flipped Tony onto his side, and with substantial force, started to repeatedly thump him in the face.

As Tony used the last of his armour to form a sword, he stumbled forward, aiming the sword in Thanos' direction. He was too late, too vulnerable.

Thanos had the upper hand. The Titan wrapped his hand around the sword and tore it off. He twisted it around and pushed it directly into Tony's side. Tony let out a mangled cry as he held onto the Titan's arm, desperately trying to force air into his lungs.

"You have my respect, Stark. When I'm done, half of humanity will still be alive." Thanos informs Tony while cradling his head. "I hope they remember you." He says while raising his gauntlet.

"Stop!" Strange begs and the two turn to see him get back on his feet. "Spare his life...and I'll give you the stone." Strange knew they only had one shot. Unless that shot was already spent, and they had failed.

Strange shook his head.

"Don't..!" Tony pleaded, but it fell on deaf ears.

Strange held up his hand and plucked the time stone out of nowhere. With a sense of reluctance, he sent the stone in Thanos' direction.

Thanos made a theatrical show of it. Slowly studying the stone before finally attaching it to the gauntlet, he yelped out in pain, but then, grinned, "One to go."

Quill flew in, all guns blazing, in a last-ditch attempt to take him down.

Thanos opened a portal and left, having got what he came for.

Quill rolled on the ground, as he turned.

"Where is he?!" Quill shrieked, with his gun held out.

Peter comes swinging back and sees Thanos is gone, and so is the time stone. _No, this can't be happening._ He couldn't have failed. This was the biggest mission he was ever going to have.

"Did we lose?" Quill asks them.

Tony looked over to Strange, his lower lip trembled when he realised what the man had just done for the sake of his life.

"Why would you do that?" Tony asks the caped super magician.

"We're in the Endgame now." Strange tells him.

-

Madame Web is at her safehouse and feels all the outcomes of the events occurring.

Strange could see only 14,605. Where Madame Web can see every outcome.

And only one of them can be the one in the long run.

Peter Parker must survive this crisis in order to play his role in the bigger crisis.

"We're in the endgame now." She whispers to herself.


	60. Lose

The battle of Wakanda was finally wrapping up as Thor went flying and destroying the ships the Outriders are coming from and Kamala uses her massive size to sweep the floor (literally) with the Outriders.

Daisy and Lincoln were both holding the Outriders back when one got the jump on Lincoln.

"Lincoln!" Daisy shouts as he starts getting attacked as she tries to help him, but is stuck herself with them all coming at her.

Soon, the Avengers finally met up with Ava and Vision in the forest.

"You okay?" Wanda asks Vision when the stone starts sparking.

"He's here." Vision warns them when the entire atmosphere of the jungle changed from glamorous and hope...to dark and depression.

"What the hell?" May asks, confused to what's happening to the place.

"Everyone, on my position. We have incoming." Steve tells them as everyone comes in just in time for a portal to open and they watch as Thanos steps through menacingly as he comes face to face with Earths Mightiest Heroes.

Everyone just looks to the Titan with fear and shock.

_This_ is it. _This_ is the fight for their world.

The fight of their lives.

If Thanos gets that stone, they're all going to die. But what's worse for Ava was when she saw that he has the time stone.

That means he already met up with the guys, and things must've gone bad.

"Cap, that's him." Bruce confirms their fears.

"Eyes up. Stay sharp." Steve tells them all as they move towards Thanos.

Thanos just trolls towards them as they come charging.

Bruce goes in to punch him when Thanos uses the space stone and entrap Bruce inside the wall.

Ava runs at him like a painter when Thanos just smacks her into the forest.

Steve comes charging and Thanos uses the power stone to throw him.

Rogue goes charging in when Thanos uses the stone to make it so she can't touch him at all.

T'Challa goes charging and Thanos just catches him before punching him into the ground.

Sam tries using his guns and nothing works as Thanos stops him.

Laura charges at him with her claws out and was able to claw at his face, penetrating his skin easily when Thanos uses the stone and stops her as she drops to the ground unconscious.

Doreen goes charging while swinging from the trees and Thanos wraps her up in the tree branches and bark.

Luke goes running at the Titan and catches his fist and he uses all of his strength to keep Thanos back when the space Barney headbuts Luke and gets knocked unconscious.

Kamala tries stepping on Thanos when he uses the reality stone to reverse her back to her original size.

The teams all run in and all go charging, trying with all of their skills, all of their might to stop the mad Titan but he just gets closer and closer as Wanda tries to destroy the stone.

Ava comes charging back in and uses her claws to get a few punches in as the vibranium takes most of the pain but using her strength has caused her hands to bleed as she gives this mad man the beating of a lifetime.

This is what Peter has prepared her for. To prevent the end of the world. This is her mission...

And she refuses to fail.

Thanos goes to hit her and Ava grabs his fist and holds him back with all her strength she can force and lets out a cry of anger and pain when Thanos uses his other fist to punch her and renders Ava unconscious.

Wanda starts using one hand to hold Thanos back and the other to destroy the stone.

"I love you." Vision says with his dying breath as the stone shatters and explodes.

Thanos looks and sees his plan has failed. He can't get the last of the stones.

Wanda a]looks and sees the shattered remains of the man she loved and dropped to the ground in tears.

"I understand, my child." Thanos tells her as he passes her. "Better than anyone."

"You could never." Wanda states to him.

"Today, I lost more than you can know." Thanos informs her whole caressing her hair. "But now is no time to mourn. Now is no time at all." He says as he starts using the time stone to reverse Vision's death.

"No!!" Wanda cries out and Thanos smacks her backwards and grabs Vision's throat before removing the stone, killing him.

Thanos places the stone onto the gauntlet and starts feeling the power of all six infinity stones when he gets hit by Thor's lightning and looks to see said Asgardian with Stornbreaker.

Thanos blasts Thor with the might of all the stones when Thor throws stormbreaker and it flies through the beam and impaled by the weapon.

Thor flies down and grabs Thanos by the ear.

"I told you...you'd die for that." Thor reminds Thanos and starts pushing stormbreaker into his chest, causing him extreme pain.

"You...you...you should have gone for the head." Thanos tells Thor while raising his fist.

"No!!!" Thor shouts as Thanos snaps his fingers.

_SNAP_

"What did you do?" Thor asks Thanos. "What did you do?!" He asks again as Thanos opens a portal and escape leaving stormbreaker behind.

Steve comes out of the forest and looks sprung.

"Where's he go? Thor. Where'd he go?" Steve asks.

"Steve?" Bucky calls his friend as he starts turning into ashes and falls to the ground, completely turned into dust.

T'Challa was looking and finds Okoye on her side. "Up, General, up. This is no place to die." He says as he starts turning to ashes in her hands.

Falcon starts getting up seeing his legs are turning into ashes.

"Sam! Hey, Sam, where you at?!" Rhodes calls for his friend, not realizing he had turned to ash.

"I...am...Groot." Groot says, laying against a log, as he's turning into ashes.

"No." Rocket says. "No, no, no...Groot." Rocket says, sadly as he looses Groot for the second time.

Wanda holds onto Vision as she is also killed.

Laura starts getting up and looks at her hand as her adamantium skeleton is showing as she starts turning to ashes.

Luke runs just in time to see what's happening to her.

"Laura?" Luke asks as he sees one of his oldest friends vanish.

"Luke!" Rogue calls out and Luke looks as she runs at him, only to turn into ashes at the last second.

Ava gets back up and looks as everyone turns into ashes and she sees she failed.

"I failed you, Peter." Ava whispers when she followed her friends into ashes.

Doreen and Kamala start to get out of their traps only for them to disappear into a pile of ashes.

Luke is left to see as everyone he ever knew, including Coulson and the rest of the S.H.I.E.L.D. team all die, leaving him.


	61. Don't feel so good

In the safehouse, Madame Web stands up from the couch and goes out to the balcony as the timeline has chosen their destiny.

Even if she wanted to prevent this, there was no timeline in which they survived this without someone dying.

But there is one person who's life has always had a 50/50 chance.

Peter Parker.

"It's arriving." Madame Web says before she herself turns into ashes.

-

On Titan, the team has admit defeat. Their fight was over, and there was nothing else they could do.

Their faith was latched onto the remaining heroes, back on earth.

And with everything on the line, they knew they'd stand and fight with all they had.

Peter muttered as he extended his hand out. Tony winced as he locked his fingers around the kid's hand.

Peter guided him up, and he placed a secure hand against his back, making sure he didn't fall.

Tony was about to open his mouth, but Mantis beat him to it, with an eerily warning.

"Something is happening." Mantis said as she looked up to the sky, not developing on her point before she vanishes into dust.

Peter steps back in shock.

They lost.

Thanos won.

"Quill?" Drax cried out, like Mantis before him, as he crumbled away into nothing. He screamed, but it came to an abrupt ending as he disappeared.

Tony steps over to the last Guardian. "Steady, Quill."

"Oh, man." Quill says before he vanishes with them.

"Stark?" Peter calls out as he feels the pit of his stomach is being punched. He knows is coming, but he doesn't want to accept it.

He was supposed to be humanity's shield.

The guard to protect the world.

But he failed when they needed him most...and he's going with them.

Tony turns to face the kid and has never seen the kid like this.

Peter was always cool thinking, believing he can fight off anything and anyone.

Because he's fought off mostly everything.

But not this time.

This time, he looked innocent, afraid, scared to what's coming next.

He looked like a kid.

"I don't feel so good." Peter stumbled as he hurried over, "I don't know what's-I don't know what's happening. I don't--" He collapsed into Tony, he folded his arms around him in an unforgiving grip because, in his fear, he forgot his superstrength. "I don't wanna go, I don't wanna go, please. Please, I don't wanna go. I don't wanna go..."

Tony guided Peter down onto his back as his legs were not strong enough to support both their weights.

"I'm sorry. I'm sorry I failed..." Peter tells Tony since he can't tell anyone else he should be apologizing to.

Coulson.

Ava.

May.

Ned.

Fitz.

Simmons.

Daisy.

Fury.

MJ.

Luke.

Doreen.

Maria.

He failed them all when they needed him.

Peter turned his gaze away from him and disappeared, leaving Tony on the unforgiving world.

Nebula, the only other person there to survive Thanos' lottery test, spoke next.

"He did it."

-

Steve turns over Vision and sees what happened.

Natasha comes running up and sees that there's only Luke left of the young Avengers and is now sad at the loss of Ava.

"What...What is this?" Luke asks, completely confused as it seems all rational thought has shut down as he watched his friends die. "What's happening?"

"Oh, god." Was all Steve said as there is nothing else to say.

They failed.

-

Nick and Maria were in New York when they heard of the attack and were on their way to the Avengers facility when he and Hill started turning into dust.

Before he died, Fury was able to send out a signal to their most secret weapon.

Captain Marvel.


	62. Where's Fury

The team returned to the facility, not knowing what else to do. They even found Fury's device, but none of them know what it is or what it's doing.

Tony's missing along with Peter, Luke is the only survivor of the non-Avengers and he misses his friends.

They brought Lincoln's body back as he was the only one to actually die and not disintegrate.

Steve and Natasha are watching as the global number of missing people as it has reached the three thousandth mark and is still climbing.

"This is a nightmare." Steve states.

"I've had better nightmares." Natasha replies when Rhodey comes up to the three.

"Hey. So that thing just stopped doing whatever the hell it was doing." Rhodey tells them.

They go to the labs and see the device.

"Whatever signal it was sending finally crapped out." Bruce tells them.

"Didn't you guys charge the battery?" Luke asks.

"We did. It's still plugged in." Rhodey tells him. "It just stopped."

"Reboot it. Send the signal again." Cap tells them.

"Hang on, we don't even know what this is." Bruce says.

"Fury did. Just do it, please." Natasha asks. "And tell me the second you get a signal. I wanna know who's on the other end of that thing." She says when they turn around and see someone new in a red, gold and blue outfit.

"Where's Fury?"


	63. Lost in space

Tony owed Nebula a debt because she didn't take any of his self-deprecating. She made sure he ate, drank and slept.

She would shout at him if he stopped helping her repair the ship while he was moping around. In return, he was nice to her. It seemed like a small thing after everything she had done for him, but he knew, by looking at her, that her childhood hadn't been particularly warm. She reached the same way to mentions of her father, that Tony did to his.

Nebula didn't seemed that close to the Guardians, not in the half-hearted way they talked about her. She'd had the misfortune of being the adopted daughter of Thanos, alongside her sister, Gamora.

From what Tony could gather, the pair hadn't got along when they were growing up because Thanos always pinned them against one another, forcing them to fight. It wasn't until recently that Nebula had learned that Gamora was all she loved and all she had.

And then Thanos killed her.

So, Tony and Nebula connected on their past hurt, hatred for Thanos, and their grief. They also bonded over the fact that they stranded in space with zero chance of being found. Their distress calls went unanswered because half of all living creatures had died, and the ship was beyond repair. All they could do was sit and wait for the inevitable.

Tony was the one who decided they could pass their limited time with games. Noughts and crosses, Simon Says, Pictionary. Nebula was rather competitive, but he knew why. He was determined to make her smile, after a shitty life, she deserved to know what it's like to be loved for who she was, and not for who Thanos tried to make her.

"We're tied up." Tony proclaimed.

The pair were sat opposite one another, playing a friendly game of Paper Football but instead of paper, they were using little pieces of triangular metal.

Nebula smiled, but she dropped it, in an instance, but Tony counted it as a win, "Feel the tension?" He asked, "It's fun." He purposefully tossed the piece of metal off to the side, missing Nebula's goal by a long shot, "That was terrible. Now you have a chance to win."

"Okay." Nebula set up her piece, while Tony moved his arms into play.

She flicked it, and it landed in the centre of Tony's goal, "And...you've won." Nebula flinched back in disbelief, "Congratulations." He held out his hand, "Fair game." She cautiously shook it, "Good sport. Have fun?"

Nebula looked away as she settled back into her chair, "It was fun."

-

Entering the third week aboard the Benatar, Tony didn't have the strength to play anymore. He barely had the strength to move, but Nebula was on hand to help. There wasn't enough food or water to keep Tony sustained, meaning that he had deteriorated relatively quickly. Even if they had resources, it would be pointless, because they barely had any oxygen left.

He sprawled himself across the floor, leaning up against the back of a chair. He knew he was going to die, and in a way, he felt guilty.

He needed her to know that he loved her, and he tried, he really did. The Iron Man Helmet still worked, it didn't connect to the hub, but if it ever passed a satellite, maybe Pepper would get the memo.

He reached forward and pressed his hand against the side of the mask, it flickered to life. He let out an exasperated sigh,

"This thing on?" He asked, as his device scanned him. It was on and recording, "Hey, Miss Potts…" He leaned back, "Pep." He jolted when his back hit the chair behind him, movement, touch, everything hurt, "If you find this recording, don't post it on social media. It's gonna be a real tear-jerker."

"I don't know if you're ever going to see these. I don't even know if you're still…" He stopped, cutting that thought off, "Oh god, I hope so. Today is day 21." He shook his head, "No. Uh 22." He corrected, "You know, if it wasn't for the existential terror of staring into the literal void of space, I'd say I'm feeling better today. The infection's run its course."

"Thanks to the blue meanie back there. You'd love her. Very practical. Only a tiny bit sadistic." He smirked, he gestured weakly with one hand, "so, the fuel cells were cracked during battle, but we figured out a way to reverse the ion charge, buy ourselves about 48 hours of flight time. But it's now dead in the water. We're 1000 light-years from the nearest 7-Eleven. Oxygen will run out tomorrow...and that'll be it."

There was a graceful idealism that came with the reality that Tony would die out here, miles away from home.

"And Pep, I…" He hiccuped, "I know I said no more surprises, but I was really hoping to pull off one last one. But it looks like...well, you know what it looks like."

Tony couldn't bring himself to say sorry, even though it needed to be said. I'm sorry were the last words Peter ever spoke, and Tony couldn't bear to repeat them. Even hearing them in his head again was saddening to him.

"Don't feel bad about this." Tony told her as he rubbed his temple with his hand trying to ignore his headache, "I mean, if you grovel for a couple of weeks, and then move on with enormous guilt..." He buried his face into his hands, "I should probably lie down for a minute, rest my eyes."

"Please know that...when I drift off, it will be like every night lately. I'm fine, totally fine. I dream about you." Tony admitted, his voice low, "it's always you."

Tony switched the helmet off and moved back, gently guiding a jacket over his shoulders. He laid down on the ground, closed his eyes and slipped away into the darkness.

He didn't drift for long, when he started to become aware of his surroundings, he knew that Nebula had moved him to one of the chairs at the front of the ship. He tried to fall back to sleep, but a warm light cast over his face, making it hard to relax. He flinched, holding up his hand to block it. The light got brighter as if it were moving towards him.

He opened his eyes, and stared, shocked by what he was seeing. The light wasn't a passing star, it was a woman, dressed in a red and blue suit, with a golden star in the centre. She wasn't wearing a mask, which led Tony to the conclusion that she was unearthly.

The light dispersed around her, and she greeted him with a smile.

Captain Marvel located Tony Stark, and was going to bring him home.

What's left of it at least.


	64. Fifty percent

It was dark out when the Benatar touched down outside the Avengers facility.

The lights were on, meaning the others were there. He wasn't sure if he was prepared to see the team, especially not Steve. He hadn't seen him since the bunker, and he was not in the condition to deal with all of that.

Tony didn't want to see anyone, because they all adored Peter in one way or another, he'd have to tear the hope that Peter was still alive away from them.

All of them.

Nebula guided Tony down the ramp, he made sure he kept his eyes locked on the stairs because he feared to see who was waiting to greet him.

At the bottom of the stairs, he felt a strong hand press against his shoulder.

It was Steve, and he didn't look any different. Still the same guy who bloodied Tony to a pulp.

Tony stumbled down the last couple of stairs as Steve clung onto him tightly, Tony looked back up to Nebula, before turning away, he wrapped a reluctant hand around Steve's arm.

"Couldn't stop him." Tony coughed out, not sure of what else he could say without breaking.

"Neither could I." Steve sighed while he guided Tony along the field.

Tony stopped in his tracks, pulling on Steve's arm. He had just realised that he was back on earth. Somewhere he never thought he'd be again.

"I lost the kid." He choked, he watched the colour fade from Steve's cheeks and the light disappear from his eyes. He knew that Steve was one of the many to adore Peter. Luke explained how he knew Peter and Steve was able to put the pieces on who he was, that small kid he met on the Helicarrier came a long way to protect the world he loved.

Steve sighed, "Tony, we lost."

"Is, uh...?" Tony heard movement across the grass, a shadow cast over him. He melted at the sight of his fiancée - safe and alive. She was still alive. Horrifyingly that meant, when the dust settled on her relief to see Tony.

"Oh, my God!" Pepper exclaimed as he locked herself around him, "Oh, my God!"

Tony closed his eyes as he tightened his grip, pulling his arm away from Steve's grasp, "It's okay." They parted, and he pressed a kiss against her cheek.

Natasha stood, Peter's Aunt Nat, who would go to the end of the universe for Peter.

Panic etched across her face, as she scanned the ship, searching for hope. She cried out, something in Russian that Tony couldn't understand, but he could tell that she knew. He'd never seen her so broken before, so human. She'd been trained, engineered into the perfect assassin, but Peter, he warmed his way into her life, breaking through her cold exterior to see who was underneath. Now, she'd lost him, and she had no idea what to do, but break.

She turned quickly, and bolted into the arms of Rhodey; he clumsily caught her, but stood strong, wrapping his arms protectively around her back, as she sobbed on his shoulder.

Luke blinked away tears at now seeing his last friend is now confirmed dead, "Oh, Pete."

-

Tony sat in a wheelchair in one of the communal lounges. He was attached to a drip, and he hid behind his signature sunglasses. The team were dotted across the room, and holographic images of those who dusted were flickering around. Tony knew he'd been asked here to discuss Thanos, but to him, it felt like a discount group therapy session, that he did not want to be apart of.

"It's been twenty-three days since Thanos came to Earth." Rhodey started.

The image of Strange popped up in front of Tony, he looked away, still ashamed that the man had sacrificed the time stone, for his life.

"World governments are in pieces," Natasha said, her voice rough. It had been a long night, for all of them, "The parts that are still working are trying to take a census."

The picture of _Scott Lang_ hovering in front of Tony switched to _Phil Coulson_. Natasha picked up on this and froze for a second as tears filled her eyes when she saw a photo of Peter that was taken from his S.H.I.E.L.D. file. Tony looked at the picture, as soon as it switched off, he pushed his sunglasses up his nose and turned away.

"And it looks like he did…" Natasha continued, "He did exactly what he said he was gonna do. Thanos wiped out fifty percent, of all living creatures."

"Where is he now?" Tony asked, looking up to Steve, "Where?"

"We don't know." Steve answered, his arms crossed against his chest, "He just opened a portal and walked through."

Tony wheeled forward, his caught a glimpse of Thor, sat in the room next to them, with his chin dipped to his chest, "What's wrong with him?"

"Oh, he's pissed." Rocket says as Tony turned, stunned to see a literal talking Racoon sat on the ground next to Luke.

"He thinks he failed. Which of course he did." Luke adds.

"Yeah, but you know there's a lot of that's going around, ain't there?" Rocket adds.

Tony held out his hand, "Honestly, until this exact second, I thought you were a _Build-A-Bear_."

Rocket shrugged, "Maybe I am."

"We've been hunting Thanos for three weeks now." Steve cut back in, "Deep Space scans, and satellites, and we got nothing. Tony, you fought him."

"Who told you that?" Tony asks. "I didn't fight him." He snapped, he tilted his head to his shoulder, "No, he wiped my face with a planet while the Bleecker Street Magician gave away the store. That's what happened."

"Okay." Steve sighed, almost disappointedly. Part of Tony wished he had the strength to punch him.

"There was no fight. He's unbeatable." Tony finished.

"Did he give you any clues, any coordinates, anything?" Steve asked.

"Pfft!" Tony blew a raspberry as he saluted, he pointed up to Rhodey, "I saw this coming a few years back." He'd never admitted this to the team before, but after everything, it was time they were faced with their painful reality, "I had a vision. I didn't wanna believe it. Thought I was dreaming."

"Tony, I'm gonna need you to focus." Steve told him.

"And I needed you." Tony hissed, "As in past tense. That trumps what you need. It's too late, Cap. Sorry." He moved forward, and slammed the plate in front of him with a closed fist, "You know what I _need_?" He barked as he stood up, "I need a shave." He let out a swallow breath.

"Hey, I believe I remember telling all you…" He ripped his cannula out as Rhodey chanted his name, attempting to get him to stop, but Tony knew that no one could blame him for this. "Alive and otherwise what we needed was a suit of armour around the world." He cried as he moved his hand around haphazardly, "Remember that? Whether it impacted our precious freedoms or not. That's what we _needed_!"

"Well, that didn't work out, did it?" Same old Steve, he always had an answer for everything.

"I said, _we'd lose_." Tony reminded him, "And you said, _We'll do that together too_." He mocked his voice as he sneered, "And guess what, Cap? _We lost_. And you weren't there. And not only that, but we let down a lot more people who were _children_ mind you. Fighting our battles." He stumbled back, Rhodey reached over, grabbing his arms, "But that's what we do, right? Our best work after the fact? We're the Avengers, we're the _Aven_gers!" He spat, he tapped Rhodey's shoulder, "Not the _Pre_-vengers."

"Okay," Rhodey said softly, but assertively as he tried to get Tony to calm down.

"Right?"

"You made your point." Rhodey pushed on his shoulders, "Just sit down."

"Okay…"

Rhodey kept his hands on him, "Okay?"

"Nah, nah. Here's my point." Tony scrambled to break free, he had no ill will toward Rhodey, only Steve, "You know what?"

"Tony, you're sick."

Tony pointed over to Carol, the hero who saved his life, "She's great, by the way."

"Sit down. Sit." Rhodey pleaded.

"We need you. You're new blood." Tony told Carol, Peter would have adored her that was for sure. She had a cold exterior, so Peter would have gotten along with her instantly, and vice versa, even Fury joked about that to Coulson over the years. "We're a bunch of tired old mules!"

He escaped Rhodey's hold and stormed over to Steve with an accusing finger pointed at his face, he stopped when they were nose-to-nose.

"I got nothing for you, Cap!" He screamed, he let out a strained breath, and he quieted his voice to a harsh whisper, "I got no coordinates, no clues, no strategies, no options." He held out his hands, "Zero. Zip. _Nada_." He spat, "No trust. Liar."

He reached his hand up, and tore off his nanotech suit arc reactor from his chest, and he slapped it into Steve's palm, "Here, take this. You find him, and you put that on. You_ hide_."

Black dots swam in his eyes and he collapsed down to his knees. "Tony!" Steve exclaimed, panicked as he reached out to grab him.

"I'm fine." Tony choked out breathlessly, "I…"

The darkness took over, before Tony had a chance to fight it.

-

They move him into the medical room and Rhodey says he's gonna be fine.

"You guys take care of him, I'll bring him an Xorrian elixir when I get back." Carol says, walking away.

"Where are you going?" Luke asks her as she walks off.

"To kill Thanos." She says as she keeps walking and they run to catch up with her.

"Hey. You know, we usually work as a team here...and, between you and I, morale's a little fragile." Natasha tells her.

"We realize up there is more your territory, but this is our fight, too." Steve jumps in.

"You even know where he is?" Rhodes asks.

"I have some people who might." Carol says.

"Don't bother." Nebula says, interrupting them all.

"I know exactly where he is." She says. "Thanos spent a long time trying to perfect me. And when he worked, he talked about his Great Plan. Even disassembled, I wanted to please him. I'd ask...where would we go once his plan was completed? His answer was always the same...to the garden." She tells them.

"That's cute. Thanos has a retirement plan." Luke says.

"So, where is he?" Steve asks her as Rocket pulls up a holographic map.

"When Thanos snapped his fingers, earth became ground zero for a power surge of ridiculously cosmic proportions." Rocket explains to them. "No ones ever seen anything like it. Until 2 days ago..." he pulls up a second planet, "on this planet." He shows another power serge.

"Thanos is there." Nebula says.

"He used the stones again." Natasha sees, but is left wondering why he would.

"Hey, Hey, Hey. We'd be going in short handed, you know?" Bruce states, trying to be the voice of reason among them. But not many of them cared.

As they debate wether or not to go, Thor gets up and walks towards Carol and calls stormbreaker towards him and she doesn't flinch. "I like this one." Thor says as they all agree to go.

"Let's go get the son of a bitch." Steve says as they get ready and head to the Milano and get ready to take off.

-

They fly out it the atmosphere into the outer atmosphere.

"Okay, Who here hasn't been to space?" Rocket asks the Avengers as they all raise their hands, except Thor. "You better not go throwing up on my ship." He tells them.

"Approaching jump in 3..2..1." Nebula says as they blast off to Titan-2.

As they come out of jump, Carol unbuckles and leaves the ship.

"I'll head down for recon." She says as she flies off.

Steve looks at a photo of Peggy in his compass and Natasha hopes this works so she can bring them all home. Peter, Coulson, Ava, everyone.

"This is going to work, Steve." Natasha promises.

"I know it is." Steve says as he faces her. "Because I don't know what I'm gonna do if it doesn't."

"No satellites. No ships. No armies. No ground defense of any kind. It's just him." Carol states as she flies back to them.

"And that's enough." Nebula says.

-

After they invade Thanos' home, Thor flies in and cuts his entire arm off, stopping him from using the stones as the rest of the Avengers walk in.

Rocket moves over to the gauntlet and flips it over to reveal the stones are missing.

"Oh, man." Rocket says as he sees they're gone.

"Where are they?" Luke asks as he holds Thanos' arm down.

"Answer the question." Carol says, tightening her grip around his neck.

"The universe required correction. After that, the stones served no purpose...beyond temptation." Thanos explains.

"You murdered trillions!" Bruce yells, as he pushes him backwards.

"You should be grateful." Thanos says as Luke punches him in the face.

He's been holding in that anger in for over a month. And he was pleased when he sees now that the Titan was actually bleeding and is missing a tooth with that punch.

"Where are the stones?" Natasha asks, praying it's not true.

"Gone. Reduced to atoms." Thanos says.

"You just used them 2 days ago!" Bruce shouts at him, angry.

"I used the stones to destroy the stones. It nearly killed me. But the work is done. It always will be. I am...inevitable." Thanos says.

"We have to tear this place apart. He has to be lying!" Rhodes says.

"No. My father is many things. My father isn't one of them." Nebula says in his defends, knowing Thanos wouldn't lie.

"Ah, thank you daughter. Perhaps I treated you too harshly." Thanos says as Thor slices his head off with one swing and the rest of the Avengers gasp in shock.

"What did you do?" Rocket asks.

"I went for the head." Thor states as he walks out of the house.

They're truly gone.

They lost.

Nobody was coming home.


	65. I lost him

The flight back to the facility was in complete silence.

Nobody dared to talk, not knowing what to say.

They truly did fail.

They lost.

Everyone is gone, and they're never coming home.

The one who was hurt the most was Natasha.

Getting to know and care for people, trust people, used to be hard for her.

But then Peter came along. He somehow warmed his way to her heart.

Maybe it was the smile he always gave her as a baby. Maybe it was because he was probably the closest thing Natasha would get to be a mother.

Whatever the reason, she thought the world of Peter.

She returns to her room in the facility and sees a photo on her nightstand of her and Peter when he was younger.

-

Ten years earlier

Natasha was watching over a five year old Peter for Coulson while he was on a mission for Fury.

"Am I dangerous?" Peter asked out of the blue as they were sitting on the couch.

"What? Of course not!" Natasha responded immediately. "Why would you ever think that?"

"Because I'm different." Peter says and looks to his hands.

He just recently discovered he has abilities and was informed on everything that happened. How he got his powers, his parents, why he was treated differently from normal kids.

"Pete, you are not dangerous." Natasha promised him and walked over to him and curled him up in her arms where he held onto her. "You just...can do things that other people can't. And there are people who are always going to be afraid about things they can't understand. But we're going to keep you safe, you're going to have to keep your powers secret from other people when the time comes. It'll be alright as long as you make sure no one sees you…which should actually be pretty easy. Your powers are incredible. And you've only scratched the surface of them. Imagine your powers years from now. One day, you'll be the greatest agent of S.H.I.E.L.D., like me and your uncle Clint. You will be the best of us. The greatest hero ever. You will be humanity's shield."

Natasha pecks his head and holds him, knowing one day all of those things will come true.

-

Present day

Natasha was sitting on her bed now, looking at the photo like if she lets it go, it would vanish almost as quickly as he did.

There was a knock at her door and she looks up to see Carol there.

"Hey. I'm heading out to see if I can keep the rest of the universe under control with what's happened. Thought I'd see how you were doing." Carol explains and walks over to her and sees the photo. "Who's that?"

"Peter Parker-Coulson. My nephew." Natasha says and Carol sees why she's upset.

"The same Peter who was supposed to be on the ship with Stark?" Carol guesses and sits down next to her.

"He lost his parents when he was barely a year old. Had a target on his head because he was a prototype super soldier. His body was the answer for dozens of soldiers. But we kept him a secret so he wouldn't be dissected and everything. He became our best agent at just the age of 14." Natasha says and Carol smiles.

"Kid accomplished a lot in a short amount of time." Carol jokes.

"Even Fury cared about him. Nobody thought the guy was capable of love." Natasha joked.

"Definitely not the saw Fury I met." Carol says.

Natasha laughs, now thinking of when she met Fury and how he must've acted around her.

"I had a niece. Thought her and her mother survived, but...they didn't." Carol tells her.

"I don't know what to do now. I spent years protecting him, protecting the world. Now it's all gone." Natasha says and wipes a tear away.

"I guess the only thing we can do now is keep living for them. Would he want you to put your life on hold for him?" Carol asks her.

"No." Natasha says. "Thanks for that. It just...it's gonna take time."

"Yeah, we all need time." Carol agrees and pulls out a device and hands it to Natasha. "In case you guys ever need me again. Or if you just wanna talk." She offers and gets up, knowing she needs to get back out there.

"Thanks." Natasha says as she leaves the room.

She wishes she could go back in time, and hold Peter one last time.


	66. A chance

5 years later

At the Avengers compound, Natasha is making herself a peanut butter sandwich as she is surrounded by holograms of the others.

"Yeah, we boarded the highly-suspected warship Danvers pinged." Rocket says.

"It was an infested garbage scow." Nebula says.

"And now we smell like garbage." Rocket complains.

"Well, you were closer." Carol replies.

"Okoye, did you get a ping on the tremors?" Natsha asked her from Wakanda.

"'T'was a mild subduction under the African plate." She answers.

"So, how do we handle it?" Natasha asked.

"Nat. It's a earthquake in the ocean. We handle it by not handling it." Okoye answers.

"Carol, are we seeing you here again next month?" Natasha asked her.

"It's not likely." She answers.

"What? You gonna go get another haircut?" Rocket asked.

"Listen, furball, what's happening on earth is happening on thousands of other worlds. So you won't be seeing me for a while." Carol says back.

"Okay, good point." Rocket mumbled.

"Okay, well, this channel is always open if you need anything." Natasha says and they all leave except Rhodes. "Where are you?" She asked him.

"Mexico." Rhodey answers. "They found a lead to a warehouse and when they got there...it was like a massacre. Definitely cortel guys"

"It was probably a rival gang." She says.

"Except, it's not. It's definitely Barton." Rhodes breaks to her. "I gotta tell you, A part of me doesn't even wanna find him." He states sympathetically. "I'm heading back tomorrow. See you then." He says as he shuts off the hologram.

Natasha sits back down and looks over to a photo of her and Peter that was taken years ago on her desk and starts crying at the memory of her dead nephew.

"You know, I'd offer to take you someplace just to get you out of here, but I have a feeling I should come back on a better day." Steve says and Natasha looks up and sees him.

"Come to do your laundry?" She asked him.

"Came to see a friend." He says.

"Well, your friend is doing fine as you can see." She informs him while wiping the tears.

"You know, I saw a pod of whales when I was coming over the bridge."

"In the Hudson?" She asked.

"There's fewer ships polluting the waters." He explained.

"Okay, if you're about to tell me that there's a bright side to everything that's happened, you're about to be hit in the head with a peanut butter sandwich." She warns him.

"Sorry. I was just with my group, telling them that it's time to move on. Some of them do, but not us." Steve says as he sits down across from her.

"If I move on, who does any of this?" Natasha asked him.

"Maybe it doesn't have to be done." He answered.

"I used to have nothing, and then I got this. This job. This family. And I was better because of it. And even though they're gone...I'm still trying to be better." She explains to him. She was nothing but an assasian, then she was an agent of S.H.I.E.L.D., then she became an aunt and mentor to a child she easily loved.

"I think we both need to get a life." Steve tells her.

"You first." She replies when a alert appears in her face. She flips it on and the camera outside activates.

"_Oh, hi is anyone home_?!" They look and see Scott. "_This is Scott Lang! We met a few years ago st the airport in Germany! I got really big_!" He says.

"Is this an old message?" Steve asked in shock.

"_Ant Man? I know you know that!_" Scott says.

"It's the front door." Natasha answers.

"_Yeah, that's me, can you buzz me in_?" Scott asked.

Later, he's inside pacing and mumbling.

"Scott." Steve says and it snaps Scott out. "You okay?" He asked him.

"Look, have either of you guys ever studied quantum physics?" Scott asked.

"Only to start up a conversation." Natasha jokes, knowing Peter tried to explain it to her years ago.

"Okay, five years ago, before...Thanos, I was in a place called the quantum realm. It's like a microscopic universe." Scott says explaining the quantum realm. "To get there, you have to be incredibly small. Hope my...She was supposed to pull me out, but then Thanos happened." Scott explains.

"So that's where you've been for the past 5 years?" Natasha asked.

"No, you see, for me it was 5 hours." He tells her and they're confused. "In the quantum realm, time and space don't work the same. Everything is unpredictable. Is that anyone's sandwich?" He asked seeing Natasha's sandwich and walks over and takes a bite out of it.

"Scott. What are you talking about?" Steve asked, not understanding what he's talking about.

"Look, I can't stop thinking about it, what if...we could harness the quantum realm energy, used it to go back to a place, like...before Thanos." Scott tries explaining.

"Are you talking about a time machine?" Steve asked.

"No, that's ridiculous. It's more like a...okay, yeah, a time machine. I know, it's crazy." Scott says.

"Scott, I get emails from a talking raccoon. Nothing's crazy to me." Natasha states.

"So, who can we talk to about this?" Scott asked.

-

"Are these our gojis?" Tony stood in the kitchen with Pepper, helping her prepare lunch. He could see Gerald, his rather spritely alpaca, out the window, chopping on the grass. Ernő kept circling the kitchen, meowing as he went, obviously ready for his lunch too.

"They are not." Pepper informed him as he examined the ones in the bowl he was holding.

He raised his eyebrow, "What's wrong with ours?"

Pepper stopped cutting the vegetables, to glare at him, "_Yo__ur _alpaca ate them all."

Tony clicked his tongue, "Aww."

"All of them."

He moved around and stopped by her other side, "What a glowing endorsement." He sang as he placed the bowl down beside her, "First of all, Gerald is ouralpaca."

Pepper snorted and shook her head, "He's not my alpaca if he's eating my gojis."

"Okay…" Tony took a handful of gojis and hovered them over the salad bowl, he actually had no idea what he was doing. He could cook, _yes_, but he didn't understand anything that Pepper made, "They're going to be nice in the salad, right?"

"No, no." Pepper snapped, holding her hand out to stop him, "Don't, don't, don't." Tony stopped in his tracks, and retracted his hand, "Can you put it down?" She asked, "Get out of my kitchen."

"So, we're good here, right?"

"Yeah, we're great." Pepper said, somewhat sarcastically, as Tony looped his jumper over his arms, "Tell Madam Secretary that lunch is in five."

Tony clicked the door open, "I will collect our alpha female posthaste." He informed her, before stepping out, he stopped a few meters away from Gerald and whistled to gain his attention, "Hey you, yes _you_, look at me when I'm speaking to you. Stay away from mom's gojis or I'll give you to the local petting zoo, okay?"

Gerald was unphased and went back to grazing the grass. "Oh, forget it." Tony rolled his eyes and turned back around, skipping down the stairs toward Morgan's tent, where she spent most of her time.

Tony clapped his hands together as he closed the distance between him and the tent, "Chow time!" He announced as he grabbed one of her many plush toys of the ground, he sat down on a small wooden chair, "Morgoona?" He called, "Morgan H. Stark." He proclaimed, "Want some lunch?"

The tent flaps moved, and Morgan came out, with her hand raised, showing off her toy Iron Man repulsor. "Define lunch or be disintegrated." Alarmingly, she was wearing the mask that went with Pepper's Rescue Armor, and it was somehow turned on.

"Okay," Tony said, with his hand held up in surrender. The mask was too big for Morgan's head, and she was having to hold onto it, "You should not be wearing that, okay?"

He moved forward, placing his hands on her shoulders, "That is part of a special anniversary gift, I'd made it for Mom." He leaned closer, pressing a kiss on the side of the mask, he moved back and slowly pulled the helmet off her head, revealing her messy wind-swept hair underneath, he was surprised she'd managed to see through it, "There you go." He muttered as he brushed her hair out of her eyes, "You thinking about lunch? I can give you a handful of crickets on a bed of lettuce."

"No," Morgan said, trying to react stern to his humour but he could see her fighting the urge to giggle.

"That's what you want." Tony teased, he reached down picking up the Rescue helmet, "How did you find this?"

"Garage." Morgan answered nonchalantly as she twirled her hair around her hands.

"Really?" Tony narrowed his eyes, "Were you looking for it?"

"No." She said defensively, "I found it though."

"You like going to the garage, huh?" Tony asked as he scooped her up, "So does daddy." He started to walk up the garden, "It's fine, actually." He told her looking down at the mask in his hand, "Your Mom never wears anything I buy her."

Tony then looks and sees a car approaching and the others exit. The fact that Scott Lang was behind Natasha, was an immediate red alarm too, considering up until right now, Tony thought he was dead.

Later, they're all talking and explaining the plan.

"Now, we know what it sounds like." Scott says after explaining everything.

"Tony, after everything you've seen and done, is this possible?" Steve asked.

"Quantum fluctuation messes with the Planck scale, which will trigger the Deutsch Proportion. Can we agree on that?" Tony says as he hands them some drinks. "In English, it means you're not coming home."

"I did." Scott says.

"No. You accidentally survived. That's different. It's a billion to 1 shot." Tony replies to that. " And now you wanna pull a...what did you call it?"

"A...Time heist." Scott says.

"Why didn't we think of this before? Oh, because it's laughable." Tony states.

"The stones are in the past. If we can go back in time, we can get them back here." Steve defends the plan.

"Snap our own fingers, and bring everyone home." Natasha finishes, willing to give her life if it means she gets to bring Peter back.

"Or mess with everything up even worse." Tony interjected.

"I don't believe we would." Steve says.

"Gotta say. I sometimes miss tat giddy optimism." Tony informs him. "I don't do something if there's no hope of it working or if I can't find a safe way to execute said time heist." He explains. "And I'd think the most likely outcome will be all of us pushing up daisies."

"Not if we follow the rules of time travel." Scott tries explaining. "Okay? That means no talking to our past selves, no betting on sporting events." Scott explains.

"I'm gonna stop you there. You're betting our lives, our universe...based off of _Back to the Future_?" Tony asked, not liking this.

"No." Scott says.

"Good. Because you had me worried. 'Cause that'd be bullshit." Tony says. "That's not how quantum physics works."

"Tony. We have to make a stand." Natasha says.

"We tried to stand, remember? And look where it got us." Tony replies.

"Look. I know you've got a lot on the line. You have a wife, a daughter. But I lost someone important to me. A lotta people did." Scott says trying to convince him. "And now, we have a chance to bring them back, everyone back. And you're telling me that you won't even..." Scott starts and Tony cuts him off before he finished.

"That's right, Scott, I won't." Tony says when the door opens and Morgan comes over to him.

"Mommy told me to come save you." She says as he picks her up.

"Yep, I'm saved." Tony says as he stands up. "I wish you were coming here to ask me something else. Anything else."

"Tony, I'm happy for you, but this is a second chance here." Steve says trying to convince one more time.

"This is my second chance right here." Tony says. "If you wanna stay, we can have the table set for you guys, if not, you know your way back." He goes inside with Morgan.

"He's scared." Natasha says as they head back.

"Well, he's not wrong." Steve says.

"Yeah, But I mean what are we gonna do? We need him. We gonna stop?" Scott asks them.

"No, I wanna do it right. We're gonna need a really big brain." Steve tells him.

"Bigger than his?" Scott questioned.


	67. Getting the whole team together

They all got in contact with Bruce and are at a diner with the new Professor Hulk.

"Come on, I feel like I'm the only one eating here." Bruce says as he has a entire plate of eggs, bacon and breakfast sausages in front of him.

"Okay, I'm so confused." Scott says.

"These are confusing times." Bruce replies.

"No, no. That's not what I meant." Scott stutters.

"No, I get it I'm kidding. It's crazy. I'm wearing shirts now." Bruce says.

"Yeah. But...how? Why?" Scott asks confused.

"Five years ago, we got our asses beat. Except it was worse on me, 'cause I lost twice. First Hulk lost, then Banner lost, then we all lost." Bruce explained.

"No one blamed you, Bruce." Natasha said.

"I did." Bruce states. "For years, I've been trying to get rid of the Hulk like he was some kind of disease, but then I started looking at him like the cure. 18 months in the gamma lab and now look at me. I've got brains and brawns. Best of both worlds." He finished explaining.

After that, a group of kids asked for a picture with him, and Scott asked if they wanted a picture with him, and they didn't know who he was and he gave up.

"Bruce. About what we were saying." Steve asked, regarding the time heist.

"The whole time travel do-over?" Bruce asked. "It's outside my area of expertise." He explained.

"Well, you were able to pull this off. I remember when that was a impossible thing to do." Natasha reminds him.

-

Back at the lake house, Tony volunteered to do the dishes as he starts putting them away and a picture catches his eye. He takes a look at it and he sees it's a picture of him and Peter getting a Stark Industries internship. Him and Peter playing the part of heroes pretending to be nobody's. The child who risked his life to keep Tony safe and the entire world.

And in the end, he died trying to save it.

After he finishes, he goes to his lab he has in the basement to see if he can do something to help.

"I've got a mild inspiration. I'd like to see if it checks out." Tony says as Friday's running some simulations. "I'd like to get one last one done before calling it a night." He says. "This time in the shape of a Möbius strip, inverted, please."

"_Processing_." Friday says as she gets to work.

"Right, give me the eigenvalue of that particle factoring in spectral decomp." He says.

"_Just a moment_." Friday responds and gets to work.

"And don't worry if it doesn't work, I'll be fine with it." He says and takes a final bite out of an orange.

"Model successful." Friday responds and Tony sees that it actually works and he falls on his seat and looks in shock.

"Shit." He says, happy nobody heard him.

"Shit." Someone said behind him. He turns and sees Morgan on the stairs in her pajamas.

"What are you doing up, you little miss?" He asked her.

"Shit." She says.

"No, no. We don't say that, only mommy says that." Tony wants her.

"Why are you up?" She asked him.

"Because I've got some important shit going on here!" He answers and she gives him a confused look. "What do you think? No, I got something on my mind."

"Was it juice Pops?" She asked and he just smiles at his daughter.

"You know what? Yes. Great minds think alike. That is exactly what was on my...mind." He says and they go for juice pops.

-

Eating juice pops in with Morgan in her room was a famous pastime, one that Pepper could never know about, even though she already knew. Morgan was in bed, chopping away; Tony was knelt on the floor, waiting for her to finish. She held it out towards him, it had about one bite left.

"You done?" He took it off her, she nodded in response; he quickly ate the last bit, "Now, you are." He pulled his sleeves over his hands, "Here, wipe." He used the corners to wipe away the juice from her cheek, "Good." He placed his hand over her face, and pushed her back. "That face goes there." He pulled it away once she was laid down.

"Tell me a story." Morgan asks of him.

"A story? Once upon a time l Maguna went to bed. The end." Tony says.

"That is a horrible story." Morgan states.

"Come on, that's your favorite story. Love you tons." Tony says as he pecks her head.

I love you three-thousand!" Morgan proclaimed, stretching out her arms as she grinned.

"Wow." He placed the juice pop stick in his mouth as he headed to the door, "Three-thousand. That's crazy." He walked onto the landing and slowly closed the door. "Go to bed. Or I'll sell all your toys!" He warned her, "Night, night."

Tony bounced back downstairs with a skip in his step, he skidded to a halt by the couch, hovering over Pepper who was distracted by a book.

"Not that it's a competition…" He started, catching her attention, "But, she loves me three-thousand."

Pepper raised her eyebrows, "Does she now?"

"You were somewhere on the low six to nine hundred range," Tony commented, Pepper laughed before turning her attention back to her book.

Tony looked back over at the model for the time machine, "What are you reading?" He asked, absent-mindedly, as he stared forward.

"Oh, it's just a book on composting."

Tony gritted his teeth, trying to think of the best way to address this, "What's new with composting?"

"Interesting science--" She started, at the same time, Tony cut in with.

"I figured it out."

Pepper looked up at him, with a creased forehead, "--By the way." He finished as he took Morgan's juice pop stick out of his mouth.

"You know…" Pepper leaned her chin on her hand, "Just so we're talking about the same thing-"

"Time travel."

"What?" She closed her book and leaned forward, "Wow. That's amazing, and…" She hesitated, "Terrifying."

"That's right." Tony moved closer to the edge of the couch.

"We got really lucky." Pepper says, referring to they weren't killed in the snap.

"Yeah, we did." Tony agreed. "A lot of other people didn't." She finishes.

"Well, I can't help everyone." Tony says.

"It sounds like you can." Pepper corrects him.

"Not if I quit. Not if I stop right here, right now. I can turn it all off." Tony says.

"Tony, trying to eat you to stop...has been one of the few failures of my entire life." Pepper admits.

"Something tells me I should put it in a locked box and drop it at the bottom of the lake...and go to bed." Tony tells her.

"But would you be able to rest?" Pepper wonders.

-

New York penitentiary, Luke has done his best the past few years to get on without his friends, but life has been more difficult for him than ever.

Trying to fight street crime without a team is more difficult and got him into some trouble over time.

Let alone the accords being more strict and even when you stop criminals, they still insist you do some jail time.

But it turns out, having ties to the Avengers help get you out.

Luke was on his way out of prison with his hands still handcuffed.

"Looks like all your paper-pushing worked." The warrant tells him. "Uncuff the superstar. Get him out of my sight."

They work on which key is for his handcuffs and Luke just snaps them off.

"These belong to you." Luke says as he starts walking out with his things to see Steve Rodgers waiting for him. "You saying there's a way to bring them all home?"

"You in?" Steve asks.

"Hell, Yeah, I'm in." Luke agrees, ready to do anything to bring his friends back.


	68. Absolute win

Back at the Avengers compound, they're getting their first test ready.

"Okay, here we go. Time travel test number 1." Bruce says. "Scott, fire up your van thing."

Scott opens the back of the van and they activate the tunnel as Steve and Luke walk back in.

"Breakers are set." Steve tells them as they all come around the monitors Bruce has set up.

"And the emergency generators are now on standby." Luke promises.

"Good, because if we blow the grid, I don't wanna loose tiny here in the 1950's." Bruce says.

"Excuse me?" Scott asks alarmed.

"He's kidding." Natasha promises. "Can't say things like that."

"Yeah...bad joke." Bruce says.

"You were kidding, right?" Luke asked.

"I have no idea. This is time travel we're talking about here. Either it's all a joke or none of it is." Bruce says. "We're good! Scott, we're gonna send you back a week, let you walk around for an hour and call you here in 10 seconds. Understand?"

"Perfectly not confusing." Scott says with a smile.

"Good luck, Scott. You got this." Steve says.

They send him through the portal and when they call him back, they see a kid.

"Guys, this doesn't feel right." Scott tells them.

"Wait, is that Scott?" Luke asked.

"Yes, it's Scott." Scott says and they shoot him back through, he re-emerged as an old man.

"Can you get him back to normal?" Steve asked.

"I'm working on it." Bruce said and they shoot him back and he's a baby.

"And now he's a baby." Luke says, not even surprised by this point.

"It's Scott." Bruce defends.

"As a baby!" Steve yells.

"He'll grow." Bruce replies.

"Bring Scott back." Steve argues back.

"When I say kill the power, kill the power." Bruce says and Natasha gets ready as they shoot him back in. "Kill it!" Bruce yells and she does as Scott comes back normal.

"Somebody peed my pants. But...I don't know if it was baby me or old me. Or...just me-me." Scott confesss.

"TIME TRAVEL!" Bruce cheers as they look at him in disbelief. "What? I see this as an absolute win." Bruce says as Steve walks away and outside.

-

As Tony headed up the driveway, he noticed Steve stood outside looking down-hearted. He sped up the car, and purposefully drove past where Steve was waiting for him.

He waited a few moments before reversing, he slowly rolled down his window, keeping a straight-face the entire time. Steve tilted his head back and raised his eyebrows.

"Why the long face?" Tony asked, "Let me guess: He turned into a baby."

"Among other things, yeah." Steve admitted, "What are you doing here?"

"That's the EPR paradox," Tony said, ignoring his question as he opened the door, "Instead of pushing Lang through time." He jumped out, "You might've wound up pushing time through Lang. It's tricky. Dangerous. Somebody shoulda cautioned you against it." He turned away, waiting for the response he was hoping for.

"You did." Steve reminds him.

Tony clicked his tongue as he turned back.

"Oh, did I? Well, thank God, I'm here. Regardless, I fixed it." He held up his hand, showing off his new toy, "A fully functioning Time-Space GPS. I just want peace." He said, holding up his two fingers, he stepped away closing the door, "Turns out, resentment is corrosive, and I hate it." Tony, over time, had come to forgive Steve for his actions.

"Me too."

Tony let out a heavy nasal exhale, "We got a shot at getting these stones, but I gotta tell you my priorities: Bring back what we lost? I hope_,_ yes." He clapped his hands together, "Keep what I found? I have to, at all costs. And Maybe not die trying would be nice."

Steve held out his hand, "Sounds like a deal." Tony grabbed hold and shook, he nodded before heading back to the boot.

Steve followed behind unsurely, as Tony clicked the button. He stopped when he noticed what was tucked into the side behind one of Morgan's toys, he reached forward, tugging on it. Cap's shield, he flipped it over, knocking out Morgan's plush dog and pink blanket.

"I don't know," Steve said as he studied it.

"Why?" Tony questioned, "He made it for you." He tossed it mid-air, "Plus, honestly I have to get it out of the garage before Morgan takes it sledding." He held it out, and Steve grabbed hold, admiring it after seven years without it by his side.

"Thank you, Tony." Steve says.

"Will you keep that a little quiet?" He asked, "Didn't bring one for the whole team." He grabbed the case from the boot before closing it, "We are getting the whole team, yeah?"

"We're working on that right now."

Out back, Scott is ready to eat a taco as wind gushes it away and he sees the Milano come in and land.

"Hey, humie, where's big green?" Rocket asked.

"Kitchen. I think." Scott says shocked to what he's seeing. "That's awesome." He says to Nebula as she passes him.

"Rhodey, careful on reentry. There's an idiot in the landing zone." Nebula warns when Rhodey flies in and Scott drops the taco.

"What's up, regular sized man?" He asks and leaves.

-

They all returned back at the compound and Rocket is working on the quantum tunnel to bring everyone home.

"Ratchet, hows it going down there?" Stark asks him as he brings in more equipment for the tunnel.

"It's Rocket. Take it easy. You're only a genius on earth, pal." Rocket states to the man.

In the labs, Scott and Bruce are making the quantum suits.

"Time travel suit, not bad." Rhodey comments on the suit Scott is wearing and Bruce is placing the last of the Pym particle in the suit.

""Hey, Hey, Hey. Take it easy." Scott says and grabs the particle.

"I'm being careful." Bruce promises.

"No, you're being Hulky." Scott states.

"I'm being careful." Bruce says.

"These are Pym particles and ever since Hank Pym got snapped, this is it. We're not making anymore." Scott says. "We've got enough for one round trip each and 2 test runs." He says and hits the button by accident and wastes the Particle and returns. "1 test run. I'm not ready for this." He says nervous.

"I'm game." They look and see Clint. "I'll do it."

They then decide to put him in the suit.

"Clint, now you're gonna feel a little discombobulated from the chronoshift." Bruce says.

"Hey, let me ask you something. If we can do this, you know, go back in time. Why can't we just find baby Thanos and..." Rhodey starts and makes a strangle method with his hands.

"First off, that's horrible." Bruce says.

"Come on, its Thanos." Rhodey states.

"And secondly, it doesn't work that way. Changing the past, doesn't change the future." Bruce says.

"We go back and grabs the stones before Thanos gets them, Thanos doesn't have the stones." Scott says.

"I like that plan." Clint says.

"That's not how it works." Nebula says.

"That's what I heard." Clint says.

"Who? Who told you that?" Bruce asks. They start listing all of the movies that have to do with time travel. "I don't know Hey everyone believes that, but that isn't true." He informs them. "Think about it, if you travel to the past, that past becomes your future. And your former present becomes the past, which now can't be changed by your new future."

"Exactly." Nebula agrees with him.

"So, _Back to the Future_'s is a bunch of bullshit?" Scott asks, now completely lost.

Later, Clint went back in time and ended up five years back in time, walked around for a minute and Bruce brought him back and he was holding a baseball mit.

It works.

-

"Okay, so the how works. Now, we gotta figure out the when and the where." Steve states as they activate holograms of all of the stones and their locations. "Almost everyone in this room has had an encounter with one of the six Infinity Stones."

"Or substitution the word _encounter _with nearly been killed by one of the six stones." Tony interrupts.

"I haven't. I don't even know what you're all talking about." Scott states from his seat.

"Regardless, we only have enough Pym particles for one round trip each. And these stones have been in a lot of different places throughout history." Bruce adds.

"Our history. So not a lot of convenient spots to drop in." Tony states as he keeps walking around.

"So we have to pick our targets. "Clint says, understanding them.

They start with the Eather and see Thor asleep and they wake him and he mumbled on useless information.

Over dinner, Rocket explain the power stone. "Quill stole the power stone on Morag." Rocket says as he's on the table.

"Is that a person?" Bruce asks.

"Quill is a person. Morag's a planet." Rocket explains.

"A planet? Like in outer space?" Scott asks.

"Oh, look, it's like a little puppy, all happy and everything." Rocket says, walking to Scott. "Do you wanna go to space? You wanna go to space, little puppy? I'll take you to space." Rocket says, petting his head, mocking him.

"Thanos found the soul stone on Vormire." Nebula tells them.

"What is Vormire?" Natasha asks.

"A dominion of death...at the very center of celestial existence. It's where...Thanos murdered my sister." Nebula explains and the team sit in silence for a minute.

"Not it." Scott says, out of the blue.

Later, they all have their place, their assignments and are ready to go.

"All right, we have a plan. 6 Stones, 3 teams, one shot." Steve says, a they all get ready and put on the suits and walk towards the tunnel.

"5 years ago, we lost. All of us did. We lost friends, we lost family, we lost a part of ourselves. Today we have a chance to take it all back. You know your teams, you know your missions. Get the stones, get them back. One round trip each. No mistakes...no do overs. Most of us are going somewhere we know. That doesn't mean we should know what to expect. Be careful. Look out for each other. This is the fight of our lives...and we're gonna win. Whatever it takes." Steve says as they all are ready to go.

"He's pretty good at that." Rocket comments to Scott.

"Right?" Scott agrees.

Everyone gets ready to go as Clint has the Milano shrunken for their mission.

"You promise to bring that back in one piece, right?" Rocket asks.

"Yeah, yeah, yeah, yeah." Clint stuttered unsurely, "Okay. I'll do my best."

"As promises go, that was pretty lame."

"See you in a minute." Natasha smiled, overjoyed that if this works, she gets to see her nephew again.

They activated their masks, and waited, in a burst of light, they were thrown into the quantum realm.

-

New York, 2012

They all deactivated their suits and jumped straight back into the action.

Steve headed forward, eyeballing the empty street ahead, "All right, we all have our assignments." He started, "Two stones uptown, one stone, down. Stay low. Keep an eye on the clock."

They all jerked at a sudden noise echoing from the street, as the Hulk of the past came hurdling in, brutally killing a member of the Chitauri with a car and then stomping on it. Everyone turns to Bruce who looks ashamed at his old self.

"Feel free to smash if things along the way." Steve tells him.

Bruce sighed, ashamed, "I think it's gratuitous, but whatever." He tore his shirt off, and moved onto the street, beating his chest as he went. He was out of practice when it came to being the Hulk, that was evident.

Bruce leaps all the way to the sanctum and heads for the door.

"I'd be careful going in if I were you." A woman's voice says and he sees the Ancient One. "We just had the floors waxed."

"I'm looking for dr. Strange." Bruce says.

"You're about 5 years too early."Ancient One informs him. "Steven Strange is currently performing surgery about 20 blocks away. What is it you need?" She asks.

"That, actually." He says pointing to the Eye of Agammto around her neck holding the time stone.

"I'm afraid I can't do that." She says as Bruce starts walking towards her.

"I wasn't asking." He says.

"You don't want to do this." She says.

"You're right I don't, but I don't have time to-" he starts but gets cut off as he gets thrown out of his body and is back to his Bruce form.

"Let's start over. Shall we?" She says calmly.

-

Asgard, 2013

Rocket and Thor are sneaking throughout Asgard and find Jane Foster who has the Eather, the reality stone.

"That's Jane." Thor says to Rocket as she closes her door.

"All right. Here's the deal, tubby. You're gonna charm her, and I'm gonna poke her with this thing," he says holding up a device, "and then extract the reality stone from her, and get gone lickety-split."

Thor starts walking away. "I'll be right back, okay?" Thor says as he points in the opposite direction. "The wine cellar is just down here. My father used to have this huge barrel of Aakonian ale. I'll see if the cellars has a few to go cups." He starts leaving.

"Hey, Hey!" Rocket calls for him to stop. "Aren't you drunk enough already?" Rocket asks him as he hears doors opening and Thor hides behind a stall and they see Thor's mother talking about sending books to Loki in the prison. "Who's the fancy broad?" Rocket asks Thor.

"That's my mother. Today's the day she dies." Thor tells him and tears come into his eye.

"Oh, that's today?" Rocket asks, remembering their talk to Nidavellir 5 years ago as Thor starts to tear up.

"I can't do this. I can't do this. I shouldn't be here. Shouldn't have come." He tells Rocket and he starts mumbling to himself.

"Come here." Rocket tells him and slaps him across the face. "You think you're the only person who lost people?" He asks thor. "What do you think we're doing here? I lost the only family I ever had. Quill, Groot Drax, the chick with the antenna, all gone." Rocket tells him, as he can't believe the thing standing in the way of bringing his family home is not a inner dimensional being or anything, but some chubby drunk god.

"I get you miss your mom, but she's gone. Really gone. And there are plenty of people who are only kind of gone and you can help them. So, is it too much to ask that you brush the crumbs out of your beard, make schmoopy talk to pretty pants and when she's not looking, suck out the Infinity stone and help me bring my family back?" He asks Thor.

"Okay." Thor says, tearing up.

"Are you crying?" Rocket asks him.

"No...yes." He tells him and Rocket's hope for bringing everyone home is slipping. "I feel like I'm loosing it." Thor tells him.

"Get it together! You can do this." Thor starts toughening back up.

"Yes, I can." Thor says starting to get serious.

"Good. Let's do this." Rocket says as he starts walking towards the doors.

"I can do this. I can do this. I can't do this." Thor says as he runs off without Rocket knowing.

"All right, heartbreaker, she's alone. This is our shot." Rocket says as he sees Thor's gone. "Thor?"

-

Morag, 2014

They are separating the jumpship from the main thing.

"Okay, bring it down, blue." Rhodey tells her as Natasha kicks a creature away.

"Hey, can we hurry it up?" Clint asks them.

"Guys, chop chop. Come on we're on a clock." Natasha comments.

"Yeah, all that? Very helpful." Rhodey mocks.

Afterwards, Clint and Natasha are ready to go for the soul stone.

"Just get that stone and come back. No messing around." Rhodey warns them.

"We got this. Let's get it done." Clint says as they get ready to take off.

"You guys watch each other's six!" Rhodes comments as they take off in the Milano.

"Coordinates for Vormir are laid in. All they have to do is not fall out." Nebula says as they leave.

The two agents jump and fly off towards Vormir.

"Okay, So...were just supposed to wait here for this Quill guy and then he leads us to the power stone?" Luke asks the two.

"That's about the size of it." Rhodes replies.

"Let's take cover. We aren't the only ones in 2014 looking for the power stone." Nebula says as she starts walking away.

"Wait a minute. What are you asking about? Who else is looking for theses stones?" Rhodes asks.

"My father, my sister, Gamoram...and me." She informs him.

"And you?" Luke asks her. "Where are you right now?"

-

On a training ground, 2014 Nebula is fighting off some beast as a grenade throws her off and it aims its gun at her. The beast gets thrown into a beam of light and reveals 2014 Gamora.

"You're welcome." Gamora tells her sister.

"I didn't ask for your help." Nebula states.

"And yet you always need it." Gamora reminds her and Nebula continues to mope. "Get up. Father wants us back on his ship." Gamora tells her.

"Why?" Nebula asks, not caring.

"He found an Infinity Stone." Gamora tells her and that gets her attention.

On the ship, they're still talking.

"Where?" Nebula asks.

"On a planet called Morag." Gamora tells her.

"His plan is finally in motion." Nebula states.

"1 stone isn't 6, Nebula." Gamora tells her.

"It's a start. If he gets all of them..." She says as a portal opens and shows Thanos in his armor while wiping his sword.

"Ronan's located the power stone. I'm dispatching you to his ship." Thanos commands them.

"He won't like that." Gamora says as Thanos wipes his sword off of the blood.

"His alternative is death. Ronan's obsession...clouds his judgement." Thanos tells Gamora as Nebula kneels in front of him.

"We will not fail you, father." She tells him.

"No, you won't." Thanos says, not caring about her.

"I swear, I will make you proud." She promises as her eye starts glitching and she screams as a projection of Rhodes appears.

"_Okay, So...were just supposed to wait here for this Quill guy and then he leads us to the power stone_?"

"Who was that?" Gamora asks Nebula.

"I don't know." Nebula says as she holds her head in pain. "My Head is splitting. I don't know." She says and starts crying.

"Her synaptic drive was probably damaged in battle." Gamora tries defending her sister as Tanos raises his sword to her throat.

"Bring her to my ship." Thanos tells Gamora.


	69. A bigger plan

2012, New York

"Gotta hustle, Cap," Tony called as he's hovering outside the Stark Tower. He could see the team surrounding the unconscious form of Loki inside the tower, "Things look like they're just about wrapped up here."

"Got it. I'm approaching the elevator now."

Tony flew in through a broken window and hid behind a wall as he deactivated his nanotech suit; he swallowed the lump in his throat as peered through the gaps, trying to get the best view.

"If it's all the same to you...I'll have that drink now." Loki tells the Avengers as they stand over him.

"Okay, get him up." Tony's past self says. "We can all stand around posing up a storm later." He continues on. "And feel free to clean up while you're at it."

"Ugh, Mr. Rogers." Tony says in his mockery tone. "I almost forgot that that suit did nothing for your ass."

"_No one asked you to look, Tony_." Steve states.

Tony scoffed at it, "It's ridiculous."

"I think you look great, Cap." Scott defended; he was in the Ant-Man suit and had shrunk down to perch on Tony's shoulder, so it was easy to miss him, "As far as I'm concerned, that's America's ass."

"Who gets the magic wand?" Natasha's counterpart asked, walking forward holding Loki's scepter.

"Strike team's coming to secure it." Steve assures then as the elevator door behind Tony beeped, he scurried away light on his feet as he hid opposite the bar, a group of agents stepped into the room, Tony felt a shiver up his spine, knowing that they were HYDRA, not S.H.I.E.L.D.

Being lead by the man who...about ten years by this point has murdered the Parker's and sent Peter down the path he's on. Luckily, Peter's still on the Helicarrier grieving over Coulson's _death,_ so they won't see him or need to deal with his abilities.

"Who are these guys?" Scott asked.

"They are S.H.I.E.L.D…" Tony narrowed his eyes, "Well, actually HYDRA. But, we didn't know that yet."

"Seriously, you didn't?" Scott mocked, "I mean...they look like bad guys."

"Your small but you're talking loud." Tony looked up to see Thor drag Loki toward the elevator.

Past Tony turned away, he secured the Tesseract in a coded box and headed over the open elevator doors.

"All right, you're up, little buddy." Tony whispered to Scott, "There's our stone."

"Alright." Scott crouched down, "Flick me." Tony sent Scott flying across the room with a tap to the back.

Tony waited until Scott landed before turning back, and jumping out the window; he scanned the building, "All right, Cap. I got our scepter in the elevator just passing the 80th floor."

-

Inside the tower, Steve is at the elevator and is waiting for it.

"On it. Head to the lobby, I'll meet you there.." Steve tells him.

"Rodger that." Tony says.

Steve hears them talking and the doors open and he steps in.

"Captain Rodgers. Thought you were coordinating search and rescue." Sitwell says confused and worried.

"Change of plans." Steve says as the doors close.

"Hey, Cap." Rumlow greets him.

"Rumlow." Steve greets and looks to the case holding the scepter. "Just got a call from the secretary. I'm gonna be running point on the scepter." He starts and they all look confused.

"Sir? I don't understand." Sitwell says.

"We got word there may be an attempt to steal it." Steve explains to him.

"Sorry, Cap. We can't give you the scepter." Rumlow says.

"I'm gonna have to call the director." Sitwell says and raises a phone to his ear.

"That's okay. Not necessary." Steve says and leans in close. "Hail HYDRA." He whispers and they're all shocked.

A few floors later, Steve leaves the elevator with the scepter inhand.

-

Tony knew he needed a disguise because he would be standing in the entrance lobby of the Stark Tower surrounded by agents and the team. He had quite a recognizable face and he could potentially start World War Three if someone noticed two Tony Starks in one room.

He had to steal an outfit from an agent but when it came to it, he made sure the man he knocked out and proceeded to shove into a closet, was a member of Hydra. So, it was worth it.

He turned aside as his past self walked past, with Thor, Loki, and a handful of agents, "Thumbelina, do you copy? I've got eyes on the prize. It's go-time."

"_Bombs away_," Scott replied.

Tony stifled a laugh as he came to the realisation that Scott was only a few years younger than him; he was also incredibly intelligent, but in the centre of a high state situation, he acted and spoke the same way Peter did as Spider-Man. Which in this point in time, his younger self would mock himself for that.

"_Is…is that Axe body spray_?" Scott sounded rightly disgusted, Tony couldn't blame him.

"Yeah, I had a can on the desk for emergencies. Relax." He said through gritted teeth, "Can we focus, please?"

"_I'm going inside you_." There was easily better ways to say that. "_Now_."

Tony watched as his past-self collided with the infamous Alexander Pierce, one of the many heads of HYDRA, it didn't take long for that conversation to turn sour.

"All right, move it, Stuart Little. Things are getting dicey up here." Tony warned, "Let's go."

"_You promise me you won't die_?"

"You're only giving me a mild cardiac dysrhythmia." Tony knew that Scott was essentially about to kickstart a heart attack but that pain would be worth it in the long run.

"_That doesn't sound mild_." Scott said, genuinely concerned.

Tony watched as his counterpart was savagely manhandled by a group of agents in their attempt to steal back the Tesseract. HYDRA might have kept themselves hidden for over fifty years but it didn't stop them from being stupid, Tony couldn't believe they thought they take an Infinity Stone away from the God of Thunder himself.

"Do it, Lang!" Tony barked, "Windows closing. Pull my pin!"

"_Here it goes_!"

Past him then suddenly Tony gasped for air before collapsing down onto his knees as the agents dispersed as they started to panic. Thor, being the gentle giant he'd always had been, bent down beside him, trying to diagnose the problem.

Pierce turned, and screeched, "Medic!"

"Medic." Tony chorused back, half-heartedly, "These guys need some help."

Tony waited until the box was sent hurdling in his direction, he bent down and grabbed it, he turned on his heel, away from the commotion, trying to act as nonchalant as possible as he headed towards the exit.

"Good job. Meet me in the alley. I'm gonna grab a quick slice-" Before he could finish that though, the Hulk smashed through the door, throwing Tony across the room. He didn't even have the chance to catch himself as he landed headfirst on the lament floor. His grip around the case fell away, and it slid out of his reach.

He was winded and unable to reach out for it, as he tried to force air back into his shocked lungs.

"No stairs!" Hulk screamed as he wreaked havoc on the lobby.

Tony leaned his head back and pressed one hand against his chest as he slowed his breathing.

He came around when Thor was frantically calling out Loki's name, he tore his mask off as reality dawned on him. He'd messed up.

The team had forgotten about the risk and threat of the Hulk, they hadn't considered his past aggression, now that Bruce had reached a level of tranquillity. That neglect cost them the Tesseract, it was in the hands of an unhinged god.

"_That wasn't supposed to happen, was i_t?" Scott asked a sense of sarcasm in his tone as he landed on Tony's chest.

"Oh, we blew it." Tony sighed as he sat up and placed a hand on the back of his head, he could hear people from afar asking if he was alright, he jumped to his feet and shuffled over to the, now, broken door. He hurried away until he could no longer hear the crowds of people or the echoing roars of the Hulk.

-

Upstairs, Steve is walking with the scepter as the alarms are blaring.

"Tony, why are their alarms? Tell me you found that cube." He keeps walking and stops. "Oh, you gotta be shitting me." He complains as he sees his 2012 counterpart staring at him.

"I've got eyes on Loki. 14th floor." 2012 Steve says to the others.

"I'm not Loki." Steve says as he puts the suitcase down. "And I don't want to hurt you." He promises.

2012 Steve runs at him with his shield raised the two start starts fighting themselves. He turns his blocks the attack and the two keep fighting when 2012 Steve kicks his older self.

"I can do this all day." 2012 Steve informs him.

"Yeah, I know. I know." Steve states, getting sick of himself.

They keep fighting when the suitcase with the scepter falls. Steve leaps after it and the other him follows and they fall. As they crash near the case, the compass with Peggy's picture in it falls from his pocket and his younger self sees it.

"Where did you get this?" He asks and Steve just take a grab for the scepter and gets tackled by his 2012 self.

Steve needs to think of something fast and just says the first thing that came to mind. "Bucky...is...alive." He says and his younger self let's him go.

"What did you say?" He asks confused. Steve takes the opportunity to punch him and grabs the case and uses it on himself, knocking him unconscious.

Steve gets up and grabs his compass and looks at himself.

"That is America's ass." Steve agrees with Scott and leaves.

-

Back at the sanctum, Bruce can't convince the Ancient One to give the stone up and resorts to begging.

"Please. Please." Bruce begins to beg.

"I'm sorry, I can't help you, Bruce. If I give up the stone to save your reality, I'll be dooming my one." She explains.

"With all due respect, I'm not sure the science supports that." Bruce says as the Ancient One makes a line and creates the stones on a line. "The stones create what you experience as the flow of time. Remove one of the stones and that flow splits. This may benefit your reality. But my new one not so much. Tell me, doctor, can your science fix that?" She asks.

"No, but we can erase it, since after we use the stones, we return them in the moment they were taken. So in realty, they never left." Bruce says.

"Yes, but you're leaving out the most important part. In order to do that, you just survive." She says.

"We will. I will. I promise." He says.

"I can't risk my reality on a promise." She replies to that.

"Let him have it." A third voice says and they turn to the door and see some woman wearing red tinted glasses and has red flowing hair, and is wearing a full body suit with a white spot in the middle with lines flying off of it.

"Madame Web." Ancient One greets her and Bruce remembers Ava mentioning her years ago.

"There was a 97% chance that you would disagree to hand the stone to dr. Banner and I needed to make sure it happened." Madame Web explains before anyone could even ask the question _why was she there?_ "He needs the stone to save his world. And if he doesn't...the world will be in a bigger threat than ever before."

"You're referring to the Crisis?" Ancient One guesses.

"The one we need to save everyone was wiped out. If he doesn't return, everything will end. There is a bigger plan at play here." Madame Web tells the Ancient One, trying to convince her.

"I'm sorry, you know it's the duty of the Sorcerer Supreme to protect the Time stone." Ancient One tells her.

"Then why the hell Strange give it up?" Bruce asks, butting in on the two.

"What?" Ancient One asks, not understanding.

"Strange. He gave the stone to Thanos." He explains.

"Willingly?" She asks.

"Yeah."

"Why would he do that?" She asks Madame Web and realizes that they have something planned since the Time Stone only allows her to see up to her death, and Madame Web can see all of the possible timelines, including after the ones she dies in.

"I don't know maybe he made a mistake." Bruce guesses.

"Or maybe I did." Ancient One whispers before she calls back Bruce's Hulk body and opens the Eye and she holds the stone to him. "Strange is meant to be the best of us."

"So he must've done it for a reason." Bruce guesses.

"I fear you might be right." She says and Bruce takes the stone.

"Thank you." He says sincerely.

"I'm counting on you, Bruce." She says. "We all are." She says and Bruce looks to Madame Web.

"What are the odds of this working?" Bruce wonders.

"If I tell you what happens, it's not going to happen." Madam Web tells him and that doesn't help Bruce as he activates his Quantum suit and returns to the compound.

-

2013, Asgard

Rocket sneaks into Jane's room as she starts to wake up and starts to sneak up behind her with the machine ready to extract the stone.

Before Jane realizes anything, Rocket stabs the machine into her back and starts extracting the stone and she screams and then faints.

Rocket sees the guards coming for him and he runs on all fours runs as the guards continue to chase him.

"Thor, I got it!" He shouts for him.

"Get that Rabbit!" One of the guards shout as they continue to chase him.

Rocket runs into a room and sees Thor with his mother.

"Hi. You must be Mom." Rocket comments. "I got the thing. Come on. We gotta move." He tells Thor.

"I wish we had more time." Thor tells his mother.

"No, this was a gift." She tells him. "Now you go and be the man you're meant to be." She tells him and they activate their suits. "And eat a salad."

"Okay, let's go." Rocket says.

"No, wait!" Thor tells him as he holds his hand out and Rocket is confused to what's happening.

"What...What am I looking at?" Rocket asks.

"Sometimes it takes a minute." She informs him as Thor's hammer comes flying in.

Thor laughs as he wields his original weapon. "I'm still worthy." Thor states as Rocket activated their suits and they vanish.

-

2014, Morag

Inside Temple of The Power Stone, the three watch Peter Quill dance and singing _Come and get your love_ and they're seriously confused.

"This is the man that got half the universe killed?" Luke asks.

"Yeah." Nebula says.

"So, he's an idiot?" Rhodey asks.

"...yeah." Nebula agrees.

Luke waits for Quill to come up to him and he knocks him out with a punch in the face.

"_That_ was for Peter, my friends, and the rest of the universe." Luke states, happy to finally punch the man responsible for everything that's happened.

They walk up to the doors with the power stone on the other end and Luke breaks the doors open with his super strength.

They see the power stone in an orb and we're about to step in when Rhodey stops them.

"Wait. This is the part where spikes come out with skeletons on the end of them and everything." Rhodey tells them.

"What are you talking about?" Nebula asks.

"When you break into a place called _The Temple of the Power Stone_, there's gonna be a bunch of booby traps." Rhodey states.

"Buddy, invulnerable skin." Luke reminds him and takes a few steps and nothing happens. "See, _Indiana Jones_? We're safe."

"Okay." Rhodey says as he follows him and Nebula reaches through the shield and takes the Orb out with her hand, causing it to shut down the shield and burn her hand.

"I wasn't always like this." She tells the men.

"Neither was I." Luke tells her.

"But we work with what we've got, right?" Rhodes says.

"Okay, back to the compound." Luke says as they synced up and shoot back when Nebula falls as she's getting her memory hacked.

-

2012, New York

"Scott, can you stop pacing?" Tony asks of him.

They were hiding in an empty alleyway, it was far from where civilians were being evacuated; Tony had concealed himself in the passenger seat of an abandoned trashed car, but he left the door open so he could swing his legs out. Scott was pacing back and forth outside, muttering expletives under his breath and on occasion, kicking a piece of rumble across the ground.

Tony brought two fingers to the brim of his nose, and bowed his chin down to this chest, "You're distracting me."

Scott skidded to a halt, "From what?"

"I'm trying…" Tony let out an exasperated sigh, as he looked up, "..To work this out."

Scott's face burnt red, "You said that we had one_ shot_." He held out his arm, "This, this was our shot. We shot it. It's shot." He blurted, on the edge of a breakdown; in all fairness, it had barely been a week for Scott since this whole thing started, it was enough to drive anyone crazy, "Six stones or nothing. Six stones or NOTHING!"

Tony jumped out of the car, "You're repeating yourself." He pointed out as he walked over to him, "You know that?"

Scott fell back onto his heel, defeat etched across his face, "Tony, there's nothing we can do." He somehow spoke gently, even though he was talking through gritted teeth, "I know you just...We can't go back...We're out of Pym particles."

"Pym particles..." Tony clicked his fingers and poked Scott in the chest, "Pym…" He flinched at a loud thud from ahead, he looked to see Steve, holding onto Loki's scepter, "Hey, Cap…."

"What's going on?" Steve asked as he strode forward.

"We didn't get it," Scott told him.

Steve grimaced, "What happened?"

"I got hit in the head with the Hulk and well…" Tony trailed off, "Loki got the stone."

"Well, what are we gonna do now?" Steve asks.

"I have an idea." Tony closed the distance between him and Steve, until they were almost toe-to-toe, "There's another way. To retake the Tesseract and acquire new particles." He nudged Steve's chest playfully, "We'll stroll down memory lane. Military installation, Garden State."

Steve's eyes widened when he realised what Tony was saying, "When were they both there?"

"They were there at a…" He stuttered, "...I've got a vaguely exact idea."

"How vague?" Steve wonders.

Scott started to bombard the two with questions but they just ignore him/ "I know for a fact they were there...And I know how I know."

"Guys, what's up?" Scott asked, louder to gain their attention, "What is it?"

"Well, it looks like we're improvising." Steve answered.

"Great." Tony muttered as Steve marched to Scott.

"Scott, get this back to the compound," Steve ordered, holding out Loki's scepter as Scott cautiously took hold of it.

"Suit up." Tony held out his wrist, and started tapping in the new coordinates, "0-4…"

"0-4." Steve chorused.

Tony closed his eyes, trying to drown at Scott, "Uhh, 0-7."

"0-7."

Tony cleared his throat, "1-9-7-0."

Steve stared at him, "Are you sure?"

"Cap. Captain." Scott called and they both turned to him. "Steve, sorry, America. Rogers. Look, if you do this, and this doesn't work, you're not coming back."

Tony inhaled sharply, "Thanks for the pep talk, pissant." He looked up at Steve, "You trust me?"

"I do."

"Your call?"

"Here we go." They activated their suit and clicked down, travelling back through the quantum realm, all the way to the _1990s._

-

2000, Military installation, Garden State.

Tony and Steve split to find clothes to use to blend in; they had to knock two unexpecting fellas out, and then lock them in an empty hanger before regrouping.

"Clearly, you weren't actually born here, right?" Tony teased as the walked past the tenth sign that read '_The Birthplace of Captain America_.'

"The idea of me was." Steve explains.

Tony just rolled his eyes and gets back on track. "Right. Well, imagine you're S.H.I.E.L.D., running a quasi-fascistic intelligence organization. Where do you hide it?"

Steve stopped and nodded his head forward towards a bunker, "In plain sight." Tony looked over to see two men peering over their shoulders as they quickly sneaked through the door. He tapped the side of his glasses and scanned for an entrance. And there was one.

-

After an awkward ride in the elevator with an agent, Tony separated from Steve, as he followed the signal for the Tesseract.

To his luck, the card from the guy he'd knocked out, worked on the door and to his relief, the room was empty. He hurried down the aisle, scanning each containment unit as he mumbled intangible sentences under his breath.

He almost did a jump for joy when he located it, _almost_. He grabbed a briefcase, he opened it before placing it down. He activated his gauntlet and used it to slice open the locks.

The Tesseract sat securely inside, welcoming him with its bright hue, "Gotcha." He pulled it out, as a smile crawled over his face, "We're back in the game." He skipped away after sealing up the volt, he placed the Tesseract down into the briefcase and secured the locks.

"Dr. Zola?" A somewhat familiar voice echoed into the room, "Are you down here?"

Tony looked up, with wide-eyes. It...he looked like Peter, but he was older. Or considering Peter won't be born for a while, Peter looked like this young scientist. "Hey." He greets Tony. "You haven't seen a Dr. Zola anywhere, have you?" He asks.

"No." Tony walked over, he bumped into a chair, but kept going, "Dr. Zola, no, I haven't seen a soul."

"I didn't expect to find him." He admitted, "Well, thank you anyway."

"No problem."

He kept up his warm smile, even as his forehead creased, "If you don't mind me saying, you seem lost." He pointed to the door, "I'm happy to be of assistance."

"Yeah, that'd be great…" Tony sighed, "Thank you."

"I'm sorry, I never forget a face. Have I seen you around here before?" He wonders.

"No, sir." Tony took off his badge, "I'm, a visitor from MIT."

"Oh, MIT, I went there myself. One of their youngest graduates. Well, it's a pleasure to meet you." He extended his hand, "I'm Richard Parker."

And now everything makes sense! This was Peter's father, sometime during his time on the super soldier project.

"I'm…" _It's just a name, Tony, you know loads of names. _"Howard." _How original, "_Howard Potts_."_

"Well, it's nice to meet you, Howard." Richard says and turned towards the door, "Where are you heading?"

"Out." Tony says

"Right this way then." Richard leads the way.

-

Steve distracted Hank Pym and stole some Pym Particles to get back and hoped Tony got the tesseract.

In the elevator, Tony noticed that Richard was holding a box of chocolates. "So, flowers and sauerkraut. You got a big date tonight?"

"Ah.." Richard held them up, "me and my wife are expecting and she is having some strange cravings. They are not what you would call normal cravings. But thankfully it's just chocolate and not...you won't believe it."

Tony guesses there were some strange side effects with Peter's mother's pregnancy when she pregnant with one of the most powerful children.

"How far along is she?" Tony wonders.

"This will be our eighth month." Richard tells him and Tony knows that means in about nine months, Richard and Mary are going to die. He was told Peter was only eight months old when they were killed by Rumlow and their plane crashed and Coulson adopted him.

"I have a little girl." Tony tells him, trying to have a conversation with the man.

"That's nice. We're expecting a boy." Richard says, not knowing that the man he's speaking to has watched his son grow up over the years.

When they got outside, Tony knew their time was short, and he had so much he needed to say, but couldn't find the right way to say it.

"Here we are then." Richard stopped, "It's been a pleasure, Potts." He held out his hand, "Perhaps, one day we'll run into each other again."

"Maybe, yeah." Tony didn't care how awkward it was, he shook Richards hand and saw Cap in the distance. "Um, Good luck with your son."

"Thank you." Richard said, when Tony stopped him for a second.

"Listen, I wanna say I can see great things are going to happen to your son. He's going to do a lot of great things in his life. And everyone he meets are going to love him." Tony promises, trying to tell him everything will work out in time.

"Thanks." Richard says when he looks and sees Coulson is ready to go. "And you're right. But for me, he's not even here, and I'm already willing to die for him." He admits and Tony finds that a bit cliche, but it holds more power when he literally does die to keep his son safe.

"See you around." Tony beelined for where Steve was stood, waiting.

They had the Tesseract, and they were going home.

Richard watches as he leaves and wonders where he's seen him before and turns to Coulson who has his hair standing up.

"Hey, C, have we met that guy before?" Richard asks Coulson, looking to Tony.

"No, I can't say we have." Coulson says. "He does look like Stark, doesn't he?"

"Yeah. He kinda does." Richard agrees. "You know, a poor old man Tony Stark." He says as he gets in the car.


	70. Let go

Vormir, 2014

"Under different circumstances, this would be totally awesome." Clint tells Natasha who agrees.

"Peter's certainly gonna be jealous." Natasha replies.

"Didn't he travel the multiverse?" Clint reminds her.

They make it to the planet and start climbing the mountain.

"Bet the raccoon didn't have to climb a mountain." Natasha says as they reach the top and look around.

"Technically, he's not a raccoon." Clint tells her.

"Oh, whatever, he eats garbage." Natasha states.

"Welcome." A voice says and the two raise their weapons as they see a cloaked figure approach them. "Natasha. Daughter of Ivan." The figure says. "Clint. Son of Edith."

"Who are you?" Natasha asks as the two keep their guard up, but lower their weapons.

"Call me a guide...to you...and to all who seek the soul stone." He says.

"Great. Show us where it is and we'll be on our way." Natasha tells him.

"My child, if only it was that easy." He says and steps into the light to reveal Red Skull.

Red Skull brings them to the same location he is yet to bring Gamora and Thanos to. The soul stone location.

"What lies ahead is what you seek. As what you fear." Red Skull says.

"The stone's down there." Natasha says, peering over the cliff.

"For one of you. For the other...to obtain the stone, it needs a everlasting exchange. A soul for a soul." Red Skull says. And they two look at each other understanding him.

One of them has to die.

Later, they're still thinking about it.

"How's it going?" Clint asks as Red Skull is just floating around. "You know, he's maybe making all of this up." He tells Natasha.

"No. I don't think so." Natasha replies.

"Why? 'Cause he knew your daddy's name?" Clint asks.

"I didn't." Natasha says, explaining why she believes him. "Thanos came here with his daughter, then he left without her. With the stone." Understanding one of them has to die to obtain the stone to bring everyone home. She won't be able to see Peter again, but she can Rest In Peace if she knows he will be okay. "Whatever it takes."

"Whatever it takes." Clint repeats.

"If we don't get that stone, billions of people stay dead." Natasha says as she stands up.

"Then we both know who that someone is." Clint says, looking at the cliff.

"I gues we do." Natasha agrees when Clint takes her hand and she takes his.

"I'm starting to think we mean different people here." Clint guesses.

"For the last five years, I've been trying to do one thing. Get to right here. That's all it's been about. Bringing everyone back. Bringing him back." Natasha states.

"No, don't you get all decent on me now." Clint tells her.

"You think I wanna do it?" Natasha asks. "I'm trying to save your life, you idiot."

"Yeah, well, I don't want you to. How's that?" Clint asks her. "You know what I've done. You know what I've become."

"I don't judge people on their worst mistakes." Natasha tells him.

"You should." Clint replies.

"You didn't." Natasha reminds him.

The two just stand and know one of them has to go to save everyone.

"You're a pain in my ass, you know that? I think we learned who Peter learned it from." Clint states and sees there's no way out of it. "Okay. You win."

"Tell him goodbye for me, please? That he helped me want to be a better person." Natasha asks of Clint and before anything else, he trips her onto the ground.

"Tell him yourself. But tell my family I love them for me." Clint asks of her when she gets free of his hold and stands up.

"You tell them yourself." She repeats and releases a widow bite to shock him and races to the edge.

Clint pulls out a arrow and shoots it in front of Natasha, causing her to loose her balance and Clint runs past her and leaps off the cliff. Only for Natasha to stop him and grapple them to the mountain .

"Damn you." Clint says as he holds onto the rope and Natasha's hand but she's slipping.

"Let me go." Natasha asks of him.

"No." Clint states, not ready to let her go.

"It's okay." Natasha whispers and pushes herself off the mountain, causing Clint to let her go and she plumets and Clint sees her sacrifice as the sky tears open and he's engulfed in darkness.

He wakes up and sees he has the soul stone in his hands and looks back and sees the mountain and Natasha's now resting place.

But now even if they get the stones back, he knows Peter's never going to forgive himself if he learned the reason she was dead was because she wanted to save him.

-

They all returned back to present day, on the quantum tunnel.

"Did we get them all?" Bruce asks them, holding the time stone as their suits come off.

"You saying this actually worked?" Luke asks as Rhodey chuckles, holding the Orb.

The group then looked to Clint who's soaked and see that Natasha's missing.

"Clint, where's Nat?" Bruce asked, hope entangled in his tone.

Clint's silence was an answer in itself for the team as he drops to his knees and tears up.

-

Outside, they're processing their loss.

"Did we know if she had family?" Luke asks them.

"Yeah. Us." Steve says.

"What?" Thor asks.

"What?" Luke asks.

"What are you doing?" Thor asks.

"I was asking him a question." Luke replied.

"Yeah, no, we're acting like she's dead." Thor says to their faces. "We have the stones, right? As long as we have them, we can bring her back. Isn't that right? So stop this shit, we're the Avengers. Get it together." Thor says.

"No, we can't get her back." Clint says as he's looking out into the lake.

"What?" Thor asks him.

"It...can't be undone." Clint states, knowing that she's gone.

"Look, I'm sorry, no offense, but you're a very earthly being, and this is space magic we're dealing with here." Thor explains. "And can't seems very definitive, don't you think?" He asks.

"Yeah, look, I know I'm stepping a little outside my pay grade here. But she isn't here, is he?" Clint asks.

"No, but that's my point." Thor says.

"it can't be undone!" Clint yells, getting understandably frustrated. "Or that's at least what the floating guy had to say. Maybe you wanna talk to him, okay? Go grab your hammer, you go fly and go talk to him!!" He yells at Thor. "It was supposed to be me...she gave her god damn life for that stone, she bet her life on it." Clint says and needs to know how he's going to break this to Peter.

Bruce throws a bench miles away in frustration. "She's not coming back." He says. "We have to make it worth it." Bruce says. "We have to."

"We will." Steve promises as he stands up.

But the next step is to bring everyone home.

-

Inside, they're working on the gauntlet and are carefully placing the stones on the gauntlet. They're waiting to see if it worked or blows up in their faces. The stones seem to be working and nothing happens.

They make sure the gauntlet is safe and secure, able to be used.

"All right, the gloves ready. Question is, who's gonna snap their freakin' fingers?" Rocket asks the team.

"I'll do it." Thor offers.

"Excuse me?" Tony asks as Thor walks towards the glove.

"It's okay." Thor states and they all stop him.

"Thor. Just wait. We haven't decided who's gonna put that on yet." Steve tells him.

"I'm sorry, what, we're just sitting around waiting for the right opportunity?" Thor asks him.

"We should at least discuss it." Scott states.

"Look, sitting here starring at the thing is not gonna bring everyone back. I'm the strongest Avenger, Okay? So, this responsibility falls upon me." Thor states. "It's my duty."

"Normally, you're right. It's not about that, Thor." Tony tells him.

"Just let me do it...let me do something good. Something right." Thor says, tearing up.

"Look, it's not just the fact that glove is channeling enough power to light up a continent. You're in no condition." Tony informs Thor.

"What do you think is coursing through my veins right now?" Thor asks him.

"That's a rhetorical question, right?" Luke asks him.

"Lightning." Thor states.

"No, I don't think lightning will help you, pal." Bruce says and they all look to him. "It's gotta be me. You saw what those stones did to Thanos. They almost killed him." He says as he starts walking to the glove. "None of you could survive."

"How do we know you'll survive?" Steve asks.

"We don't. But the radiation's mostly gamma. It's like...I was made for this." Bruce says, staring at the glove.

Outside, Nebula walks to the quantum tunnel and starts hacking into it to bring Thanos and his ship through.

Back in the room, Bruce is ready to put it on.

"You sure about this?" Tony asks him.

"Let's do this." Bruce says as they all get ready for the snap.

"Okay, remember, everyone Thanos snapped away five years ago you're just bringing them back to now, today. Don't change anything in the past 5 years." Tony warns him.

"Got it." Bruce says and they all get ready for what happens.

"Friday, do me a favor, activate Barn Door Protocol, will ya?" Tony asks his AI and the entire base locks down.

"Everybody comes home." Bruce says as he starts placing the gauntlet on. The glove transforms to fit his hand and the power surges through him and he screams in pain.

"Take it off! Take it off!" Thor commands him.

"No, wait. Bruce, are you okay?" Steve asks him.

Bruce doesn't answer and continues to scream.

"Talk to me, Banner." Tony tells him.

"I'm okay...I'm okay." Bruce says.

Nebula is using the quantum tunnel and activates it to a portal from 2014 and Thanos' ship comes flying through into the future.

In the room, Bruce starts using his other hand to open his fist and slowly...

_SNAP_.

Bruce falls and faints.

Clint kicks the gauntlet as they check on him and see the gauntlet damaged his arm badly as Tony sprays it with ice to cool it down.

"Did...did it work?" Bruce asks them as tony deactivates the lockdown.

"No, we don't know, it's okay." Thor tells him as Scott walks towards the window and sees birds flying onto the trees.

Clint's phone starts ringing and he sees it's his wife. He answers it and starts talking while crying knowing Natasha's sacrifice was worth it.

"Guys...I think it worked." Scott says.

Bruce looks through the open window and sees something coming towards the compound. It hits and explodes, throwing everyone backwards as the ship starts shooting more and more at the compound, destroying everything.

-

Under the compound, Bruce and Luke are holding up the foundation as Rocket is pinned and Rhodes tries moving his suit and it's not working anymore.

"I can't breathe! I can't breathe!" Rocket shouts from under the rubble.

"Canopy, canopy, canopy." Rhodes shouts as his suit lets him go.

"Rhodey, Rocket, get out of here!" Luke shouts to them.

Rhodes crawls to Rocket and helps get him out of the rubble.

Scott, who shrunk at the last second before the blast could hit, gets out from under the rubble.

"_Mayday, mayday! Does anyone copy? We're on the lower level, it's flooding!"_ He hears Rhodey shout.

"What?" He asks into the comms and they can't hear him.

_"We are drowning! Does anybody copy? Mayday!" _Rhodes keeps shouting.

"Wait! I'm here!" Scott shouts back and rushes to save them.

Clint is in the sewer under the compound and finds the gauntlet with a dozen million Outriders and runs in the opposite direction as they chase after him.

-

Tony rushed forward, and lightly kicked Steve's foot.

"Come on, buddy." He kicked again, harder, "Wake up!" Steve's eyes snapped open as he gasped "That's my man." Tony knelt beside him, presenting his shield. "You lose this again, I'm keeping it."

Steve looked around, with wide-eyes, "What happened?"

"When you mess with time. It tends to mess back." Tony held out his arm, and Steve grabbed hold of it, "You'll see." He pulled him up on his feet, "Come on, we've got a job to finish." He nudged his chest with his fist, before turning back the way he came, "I left Thor watching Thanos."

"Wait ...Thanos?"

It wasn't the time for explanations or questions. Those came later, when this was over. Thanos hadn't come alone, and in their certain situation, they were _outnumbered_.

Tony gave Steve a few seconds when they made it to Thor, to gather his bearings. None of them had signed up to go toe-to-toe with the Titan again, so it didn't hurt to take a few moments to process what was about to happen. At least this time, they were together.

"What's he been doing?" Tony asked, his eyes locked onto Thanos.

"Absolutely nothing." Thor answers.

"Where are the stones?" Steve asks

"Somewhere under all this." Tony gestured to what was once the compound, now nothing but rubble. "All I know is he doesn't have them."

"So we keep it that way." Steve tells them.

Thor narrowed his eyes, "You know it's a trap, right?" He asks.

"Yeah." Tony sighed, "But I don't much care."

"Good." Thunder clapped in the distance, "Just as long we are all in agreement." Thor held out his arms, channelling his powers; Thor had changed into his armour, and both Stormbreaker and Mjolnir flew into his open hands, "Let's kill him properly this time."


	71. Time to assemble

Thanos looked up as the three heroes, Tony Stark, Thor Odinson, and Captain Steve Rodgers strode over, a humourless smug smirk crawled on his face as he rubbed dirt between his fingers as they approach him.

"You could not live with your own failure. And where did that bring you? Back to me." Thanos held his head up high, and raised his voice, "I thought by eliminating half of life, the other half would thrive. But you've shown me that's impossible. And as long as there are those that remember what was, there will always be those that are unable to accept what can be. They will resist."

"Yep!" Tony agreed, "We're all kinds of stubborn."

Thanos didn't fear anything, he'd looked death in the eye and didn't even blink. Although he wasn't indestructible, they knew this titan bleeds.

"I'm thankful." This monster killed trillions, and spoke with such dignity, that it made the Avengers sick to their stomachs, "Because now, I know what I must do. I will shred this universe down to its last atom." He grabbed his helmet off his sword-like weapon, "And then...With the stones you've collected for me, create a new one. Teeming with life, but knows not what it has lost but only what it has been given" He pulled the weapon loose from the soil, and turned to face them as Thor summons his lightning, "A grateful universe."

"Born out of blood." Steve spat, with venom laced in every word.

"They'll never know it." Thanos sneered as he moved into position, "Because you won't be alive to tell them."

Thor let out a battle cry, and Tony used that as a starting gun and they rockered forward, all guns blazing.

It was a bad plan, but it was the only plan they had.

-

Back underneath the compound, Rocket, Luke, Rhodey and Bruce are trying to get out, but the water is rising, causing them to loose oxygen by the second.

"See you on the other side, man." Luke says as they see no way out of this.

Scott is on his way to them while riding a penny through the rubble of the compound.

"Hang on! I'm coming!" Scott tells them as he leaps off of a pencil and dives down into the water.

Clint is in the sewers and is still running from the Outriders and places detonating arrows around and they go off, killing some of them and sending Clint flying.

Clint used his grapple hook to get away and slices the ones who follow with his sword. He drops from exhaustion and pants when a figure finds him and he sees Nebula.

"Oh, hey. I know you." Clint says and hands her the gauntlet.

"Father, I have the stones." Nebula tells Thanos and Clint is confused.

"What?" He asks when she pulls a gun on him.

"Stop." Someone says and Clint looks to see some green alien, being Gamora coming in with the real Nebula.

"You're betraying us?" 2013 Nebula asks as Clint gets out of the way.

"You don't have to do this." Nebula tells her past self.

"I _am_ this." 2013 Nebula states.

"No, you're not." Gamora informs her.

"You've seen what we become." Nebula says as she taps her head.

"Nebula, listen to her." Gamora tells her sister.

"You can change." Nebula says and she lowers her weapon and so does Gamora.

"He won't let me." 2013 Nebula says and aims to shoot Gamora when Nebula shoots herself.

Clint is just seriously confused in the middle of this and just picks up the gauntlet.

-

"Okay, Thor." Tony activated the shields on the back of his armour, and stood a few meters in front of Thanos, "Hit me."

Thor roared into the night as he called for the lightning, and challenged it directly into the Iron Man suit. Tony poured the energy out through his gauntlets, knocking Thanos back a few paces as he uses his sword to shield it.

Captain goes in and does a backflip, kicking Thanos in the face but that doesn't even fade him as Thanos slams him into the ground.

Thor charges at the mad Titan and Thanos throws his sword at him, Thor drops and slides on the ground to avoid it and it goes flying back to him.

Thor slams stormbreaker against his sword and Thanos drops it, causing Thor to suddenly loose balance and Thanos takes the opportunity to beat Thor up and slam him into the rubble. Thor tries to summon stormbreaker but Thanos catches it and tries pushing it into Thor's chest when suddenly he gets hit by Mjolnir that flies back into Steve's hand.

"I knew it." Thor states as Thanos slams him into the rubble and turns his attention to the Star spangled man with a plan.

Steve starts swinging the hammer and runs up to Thanos and hits him across the face and throws the shield at him to keep him disoriented. He then summons lightning and throws it at Thanos and summons more lightning before blasting it at him. He leaps, ready to kill and Thanos dodges the hit.

Thanos gets up and grabs Steve and slams him into the ground but he start getting back up and Thanos starts swinging his sword at him. Steve blocks it with his shield, but it starts getting cut by the sword.

Thanos cuts the shield and throws Steve backwards, defeated.

"After all of my years of conquest...violence...slaughter...it was never personal." Thanos promises Steve. "But I tell you now, what I'm about to do to your stubborn, annoying little world. I'm gonna enjoy it. Very much." He finishes as a beam comes down and millions of Outriders, Chitauri, and the Black Order members coming in.

Steve sees it's a hopeless battle.

A one sided coin that doesn't have a chance to be flipped.

With that in mind, Steve gets back up and stands tall and tightens his shield on his arm and is ready to die if it means Thanos doesn't get the stones. He approaches the arms, ready to fight when...

"_Cap, can you hear me? Cap, it's Sam. Can you hear me? On your left_." A voice says and Steve looks around and sees a portal opening and T'Challa, Okoye and Shuri all exit and Steve sees it worked.

The heroes are all back.

The Avengers have returned.

Next, Sam comes flying through the portal as millions of other portals start to open from the corners of the universe.

One opens and Strange exits followed by Drax and Mantis. Star Lord comes in flying followed by Peter Parker swinging in and retracting his mask as he sees that he's back.

As T'Challa and the members of Wakanda chant, Bucky, Groot, and the Next Avengers being lead by Ava all come out of the portal and the S.H.I.E.L.D. Bus comes through a separate portal.

Coulson, Daisy, Mack, and Yo-Yo all come out as well, ready to fight.

As Tony gets back up and sees everyone is back, Rescue comes flying in and mask reveals Pepper Potts.

"Is that everyone?" Strange asks Wong and Madame Web who's also joined them.

"What? You wanted more?" Wong asks when the rubble starts to shake and Scott enlarges himself and holds Rhodey, Luke, Hulk and Rocket.

The team is ready, the heroes are all collected, everyone is here, all ready to fight off this monster of a Titan.

Steve steps ahead of everyone and holds his hand out.

"AVENGERS..." he calls the hammer back. "Assemble."

With that, the team and armies all go charging at the army of enemies and all yell as the opposite side does the same.

The battle of their lives is here.

The battle for all life in the universe.

They all start fighting off Thanos and his army alongside one another.

Scott comes in and punches a leviathan.

Peter comes swinging in and kicks a Outrider, Daisy comes in and blasts several Outriders away.

Yo-Yo is speeding around and takes several of them down, Mack is shooting them and using his ax as they come close to him.

Ava and Laura are using their claws and taking anyone close to them down easily.

Kitty and Doreen working together, fighting off these monster demon creatures.

Luke and Drax stand back to back and help one another.

Steve and Thor are swinging their mystical weapons and Steve ends up with Stormbreaker as Thor ends up with his hammer.

"No, no, give me that." Thor says and Steve passes stormbreaker. "You have the little one." He says and passes his hammer.

Ava was running in the way of a blast when Peter comes leaping to save her.

"Ava!" Peter shouts as he tackles his sister into a trench where they find Coulson who has a holo-shield activated and shooting aliens left and right.

"My god, Pete! You're okay!" Coulson cheers and shuts down his shield and hugs his kid.

An explosion goes off and they hear someone yell and Peter turns to see Stark.

"Tony," Peter greets him.

"My favorite young adult!" Tony cheers and pulls Peter into a hug next.

"Did I miss anything cool?" Peter wonders as he breaks off.

"You're back, that's the cool part." Tony tells him.

"Aw, thanks man." Peter replies.

Laura, Doeeen, Kitty, and Kamala get pulled into the trench and they look and see an older...

"Luke?" They ask, seeing their friend is older than them.

"Welcome back, guys!" Luke greets and pulls them both into a hug.

"Luke...you've gotten...a lot...stronger..." Kamala informs him as he crushes their bones.

The Guardians even reunite when Gamora and Nebula find their way out and Clint follows them.

"The hand is safe." Clint says as he holds the gauntlet with the stones. "Let's get rid of this damn thing already. Anyone see the van?"

"I don't think we're driving out of this one, uncle Clint." Peter breaks to him.

"No, kid. It's what's in it." Clint explains.

"The tunnel." Scott understands.

"Pym's original quantum tunnel." Bruce says as he's understanding as well.

"That's right, we put the stones in the tunnel and we just dump them in the quantum realm, Thanos will never find it." Tony tells the Avengers the plan.

"Easy peasy lemon squeezy." Luke says and Ava just notices him.

"How long were we gone?" Ava wonders and sees Luke's huge muscles.

"Great, but there's no way that piece of trash survived all this." Rocket breaks to them when Scott pulls out some keys and hits the alarm and they hear it go off.

"It's a Ford." Scott states.

"Does anyone see an ugly brown van out there?" Steve asks as they all try to look out the trench as more Outriders come attaching and the amies fight them off.

"_Yeah, I do._" Bucky says from across the battlefield inside the Bus with May.

"_But you're not gonna like where it's parked._" May says as she sees it as well.

And it's in the middle of the Outrider army.

"We get the stones to that van, this ends right now." Steve tells them. "Can you guys get that quantum tunnel working?" He asks the Ant-Man and Wasp.

"Can do, Cap." Hope promises.

"See? You called him Cap, too." Scott tells her and that went over everyone's heads.

Suddenly, a dozen Outriders come in to kill them when they're hit by a spell casted by Strange as he joins them.

"Well, look who's back." Tony says as he approaches him. "You said there was 14 million futures where we loose. How do we win this?"

"If I tell you what happens, it won't happen." Strange tells him.

"Yeah, there's no time for that. Which one wins?!" Tony asks as he grabs his chest when Quill separates them.

"Guys! Come on. Dr. Weird, can you open one of your magic space holes over to the van?" Quill asks him.

"No, the doors work both ways, there'll be five hundred of those things in here before we got to the other side." Strange says, referring to the Outriders.

"Work together, stay together, that's our only hope." Madame Web tells them as she walks in casually.

"Oh, great. She's back." Kitty complains.

"Five seconds, on your six, Stark." Web warns them and Tony sees an Outrider leap at him and he blasts it.

"We're gonna have to run it." Steve tells them, seeing they have no other choice.

"Capable as we all are, we can't all make it through that." Okoye informs him.

"Not all of us has to." Thor tells her.

"This is a terrible plan." Drax states.

"Yes. I like it." Valkyrie says with a smile.

T'Challa walks to Clint and he hands the gauntlet to him.

"Thank you for getting it this far." T'Challa says.

"Cap, what about Thanos?" Peter asks.

"We just have to stay clear of him and get the stones to the van." Steve tells him. "Company, ready?"

"Yes!" They all yell and get into a running pose.

"Now!" Steve says and they all run from the trenches and charge free to the battlefield once more.

-

Hope flies Scott through the battle and into the van where the van is.

"It's a mess back here." Hope comments on the state of the van.

"It's dead." Scott says looking over the equipment. "I have to Hotwire it."

Thanos is in the fight, battling several sorcerers as his forces are being plowed through.

"Where's Nebula?" Thanos asks.

"She's not responding." Cull says.

"Sire!" Maw gets their attention and sees T'Challa running through the field with the gauntlet.

T'Challa leaps and releases all of the kinetic energy built in his suit and kills several Outriders when Thanos throws his sword and hits him backwards.

Wanda flies in as Thanos charges at T'Challa for the gauntlet.

"You...took...everything from me." Wanda states to him.

"I don't even know who you are." Thanos confesses.

"You will." Wanda promises and starts using all her power to raise herself and the rubble and throws it at Thanos before just using her powers alone.

T'Challa rushes at the gauntlet when it starts getting risen by Maw.

Peter comes swinging in and sees him in trouble.

"I got it!" Peter says and T'Challa passes it to him and Peter lands on another Outriders as dozens come at him. "Activate instant kill!" He says and his eyes go red before his mechanical hands start stabbing every Outrider and Chitauri who approaches him.

Wanda uses her powers and breaks Thanos' shield and starts to crush him with her power.

"Reign Fire!" Thanos was able to say.

"But sire, our troops." Cull asks.

"Just do it!" Thanos tells him and his ship starts to reign down upon them and the sorcerers start to shield everyone.

The Bus gets hit and starts to crash.

"Time to abandon ship, Barnes!" May tells him and they start to make it for the exit when a portal opens and Strange gets them out of the crashing plane.

"Anyone else seeing this?" Pepper asks everyone and they look to see the lake is broken and they're all about to be washed away.

Strange runs up and uses a levitation spell to keep the water up and not flush everyone away.

"I got this." Peter keeps telling himself as he's killing all the Outriders who are coming more rapidly and he's having a hard time fighting them back and keeping the gauntlet safe. "Okay, I don't got this."

Everyone looks and sees he's in danger, but nobody is gonna be able to reach him in time.

"_Help, somebody help!_" Peter begs everyone.

"Hey, Agent S, heads up!" Steve warns as he swings and throws the hammer in his direction and Peter webbed it and goes flying.

He goes gliding in the air for a minute before a missile strike breaks his web and he goes plummeting.

Pepper comes flying in and grabs him.

"Hang on. I got you, kid." Pepper says as she passes him to Valkyrie and her Pegasus.

"Hey, nice to meet you." Peter says as she flies them through the battle before an explosion sends them both falling.

Peter lands and goes rolling before getting back on his feet and runs for the tunnel when he gets hit by a blast and is sent flying backwards as his mask retracts. He throws his arms over him to keep himself safe as the explosions are coming from everywhere in every direction.

The missile strike ended as quickly as it began, and everyone stopped dead in their tracks and looked up.

Everyone stood in collective silence, as the cannons changed their trajectory and moved to clouds, aiming for something no one could see.

"_What the hell is this_?" Sam asked.

"_Friday_…" Tony narrowed his eyes, "_What are they firing at_?

"_Something just entered the upper atmosphere_."

Something bright and determined broke through the clouds and tore through Thanos' ship like it was butter. No weapon could do that, there was only one person in the universe that they knew, who could destroy something so effortlessly.

Carol Danvers.

Captain Marvel.

Danvers watched as the ship collapsed into the water below before she headed down to join the fight.

"Danvers, we need an assist here." Steve tells him.

Scott and Hope got the tunnel working as Carol finds Peter with the gauntlet.


	72. Inevitable

Peter looks up to the woman that he instantly recognized as the person from Coulson's stories on his first encounter with a enhanced person known as Carol Danvers.

He was told she's one of the most powerful forces in the universe. And if the fact that she plowed through Thanos' ship like it was nothing was any indication, that was true.

"Hi. I'm...I'm Peter Parker." Peter greets her, not knowing what else to say to her.

Carol smiles at his nervousness, but is amazed by the kids bravery. "Hey, Peter Parker. You got something for me?"

Peter limps up as it seems he broke something and the adrenaline seems to have worn off. He looks and sees the army is running towards them all ready to die for Thanos.

"Good luck getting it through all of that." Peter says, knowing she probably won't need it.

Suddenly, all the female Avengers and heroes come flying in to help, but he still doesn't see Natasha anywhere.

"Don't worry, Agent S." Daisy tells him.

"She's got backup." Wanda says as she, Ava, Kamala, Laura, Pepper, Madame Web, Shuri, Hope and every female hero all come together and rush in at the army.

Laura kills Cull with one stab to the chest as he comes attack her.

Valkyrie flies and kills one of the leviathans as Carol starts to fly towards the tunnel through the flames and Thanos tries to stop her.

Daisy, Pepper, Shuri and Hope all come through the smoke to catch the menace off guard and blast him with all their powers.

Carol flies right past Thanos and seeing only one move left, he throws his sword at the tunnel, causing it to explode and sending everyone flying.

Thanos sees the gauntlet on its own as Tony rushes at it as well and pushes him away. Thanos punch's the Iron Man and runs at the gauntlet when Thor flies in and holds him back and tries going for the head this time with all his power.

Steve comes in and grabs his back to help hold him and push stormbreaker at his head.

Thanos headbutts Thor and spins Steve on his back before punching him in the face and goes for the gauntlet again. Before he could place it on, Carol flies in and stops him and punches his face before Thanos grabs her by the hand and throws her into the rubble and he goes for the gauntlet when a web stops him.

Ava comes flying in and claws the Titan in the face when Peter pulls him away and the two teen heroes start fighting him off.

Thanos continues to go for the gauntlet when Ava kicks it away and punches Thanos, loving the feeling of every punch. Thanos grabs her and raises Ava into the air and starts chocking her when Peter comes in and punches Thanos at the back of his head.

Ava takes a minute to catch her breath as she watches helplessly as Peter fights off the mad Titan.

Peter dodges several punches before webbing Thanos' face and pulls himself in between Thanos' legs before yanking on the web and Thanos falls onto his face. Thanos grabs the web from his face and pulls Peter to him.

"Insect." Thanos comments, giving Peter déjà vu before he slams Peter into the rubble.

Thanos then grabs the gauntlet and places it on, getting ready to snap when Carol comes flying back in and holds his hand open and uses all her power to stop him. Thanos tries to head butt her, but it doesn't phase her as she gets the upper hand and forces Thanos to his knees.

Thanos looks to the gauntlet and sees the power stone and as an idea forms and he takes it before punching her, sending her flying.

Tony starts getting up when he looks to face Madame Web who's not doing anything to prevent this from happening and just raises her hand with her finger raised saying one message.

One.

Tony looks to Thanos and starts to get the idea on what he has to do. In order to save the universe.

In order to save everyone.

Thanos places the stone back and starts getting ready to snap again when tony interrupts and tries to pry the gauntlet from him, but Thanos kicks him away and smiles.

"I am...inevitable." Thanos says and snaps and...nothing.

Thanos looks at the gauntlet and sees the stones are missing.

He turns to Tony who raises his hand and reveals that he has the stones.

"And I...am...Iron Man." Tony states before...

_SNAP_.

Rocket is shooting an leviathan as it turns to ash before it could hit him.

Everyone watches as all of Thanos' army is turning to ash.

Daisy watches as Thanos' ship starts turning to ash and every trace of Thanos is being erased.

As Thanos himself looks around surprised and in shock and starts turning into ashes himself as he sees he failed in his mission. The universe wasn't on his side.

Tony can barely stand and falls on one leg and starts laying against a part of the compound.

Rhodey was the first one to find him and sees his condition and he doesn't have a lot of time left.

Peter gets up and sees Tony saved them and rushes to him.

"Mr. Stark?" Peter asks and runs up to him. "Tony. Can you hear me? It's Peter. We won, mr. Stark. We did it. You did it. I'm sorry." He says as he breaks down and Ava comforts her brother as Pepper approaches Tony and places her hand on his chest.

"Hey." Pepper greets him, casually.

"Hey, Pep." Tony says as he lay his hand over Pepper's.

"Friday?" Pepper spoke, desperately.

_"Life signs critical." _

Friday tells Pepper and she knows he did what he needed to do, but now saving the universe costed him his life.

"Tony. Look at me." Pepper asks and he does so. "We're gonna be okay. You can rest now." She promises as Tony closes his eyes and they watch as the light in his suit goes out as Tony Stark dies.

All the heroes, agents, guardians all see their fallen friend as Pepper cries on his shoulder and Clint suddenly kneels to respect the man he fought beside, knowing he'd loose it all.

T'Challa sees him and kneels as well.

Carol, Daisy, Mack, Yo-Yo, Tony, the young Avengers and everybody else starts kneeling down to respect the Avenger who started all of this, saved them all, and sacrificed everything he had for them.

As they did that, Gamora took this as her chance to leave.


	73. Aftermath

Tony left a final message for his family that was played at ha funeral.

"_Everybody wants a happy ending, right_?" Tony anxiously tapped the side of the chair as he started, "But it_ doesn't always roll that way...__Maybe this time. __I'm hoping if you play this back…" _Tony sighed, "_It's in celebration. I hope families are reunited. I hope we get it back, in somewhat like a normal version of the planet has been restored, if there ever was such a thing. God, what a world. Universe now_. _If you told me 10 years ago that we weren't alone, let alone you know to this extent...I mean, I wouldn't have been surprised...__But come on, you know...__epic forces of darkness and light that have come into play. And for better or worse, that's the reality Morgan's going to find a way to grow up in. I found a private area to record a little greeting in case of an untimely death on my part. Not that death at any time is ever timely..." _Tony trailed off as he tried to make sense of what he was saying, "_This time travel thing that we are going to pull off tomorrow...it's got me scratching my head about the survivability of all this."_

_"But then again that's the hero gig._" Tony held out his hand,_ "Part of the journey is the end. What am I tripping for?" _He jumped out of the chair, closing the distance between him, and them, "_Everything is going to work out exactly the way it's supposed to."_ He leaned down before his focus shifted to Morgan, "_I love you 3000."_

And with that, Tony disappeared.

Everyone attended the funeral, new and old friends, even the teen Avengers came for their condolences for their fallen idol. With out him, the Avengers wouldn't be here, and neither would they. Peter even saw that Fury made an appearance, but he didn't want to talk to him.

After the funeral was over, Peter excused himself from everyone, not wanting to talk to anyone, be around anyone. He just wants to be alone.

He stood by the river bank, away from the chatter. He mindlessly skipped stones across the river, as he relaxed, even if it was just for a second.

"Peter…" Clint interrupted as he cautiously walked over to him, "Can we talk?"

"No," Peter said, bluntly, as he threw a stone into the water. He turned to look at him, "Not right now."

"Just a second?" Clint pleaded, "I wanted to say that I'm…"

"Don't." Peter sighed, "Just don't."

"Peter?" Clint asks as he approaches the kid. "Come on, talk to me, bud." He pleads.

"There's nothing to talk about." Peter states as tears flood his eyes. "Tony's gone. Natasha's gone. And I don't know what to feel or even think right now." He says as he walks towards the lake further and Clint approaches him faster and engulfs his nephew into a hug.

"She did it for you, you know. She wanted you to come back. More than anything these past five years." Clint informs him. "There was nothing she wanted more than to see you again. She gave her life so you would have a chance to live."

Peter let's the dam he's holding go and tears flood out of his eyes like a waterfall as he clutches onto Clint. "I wish she was here. That they both were here."

"So did I, Pete." Clint replies as he caresses Peter's hair to calm him. Reminding Clint of a time when Peter was just a scared child. Back when he didn't have the weight of the world holding him down.

"I wish I could have said goodbye. A real goodbye." Peter says as his legs get weaker with every tear and he's never felt this way ever in his life. The only other time he could remember feeling this broken was when he thought Coulson was dead. "I wish we could tell her we won. That it was worth it."

"She knows." Clint promises him. "You don't have to keep doing this, you know." He informs Peter. "You could leave the hero life behind."

Peter knows that he can. But what will he do if he's not Agent S or Spider-Man anymore?

Will this world survive without him?

Will the world even miss him?

-

But there's one thing Peter or anyone else didn't know. One person survived the snap.

One person has been planning his revenge over five years.

Otto Octavius escaped S.H.I.E.L.D.s holding facility and everyone believed he died, but he was planning his revenge using an alien substance that was brought back from space.

He was going to create an army of mindless soldiers to do his bidding.

-

Nick Fury and Maria Hill watched Clint and Peter's interaction from a distance and sees they should leave him to mourn for now. They would be in touch with him soon.

Suddenly, a familiar face returns.

"Nickolas Joseph Fury. Maria Hill" Mar Novu, the Monitor, greets them. "I need to have a talk with you about your Peter Parker."


	74. Return of a ghost

Peter and Ava went back to school and learned most of their friends also Blipped back as people are calling it.

Ned, MJ, even Flash all died and came back along with them. Even Kitty has started going to their school as she had to be moved in the S.H.I.E.L.D. program because of the snap. It seems there's a few good things that came to coming back.

But ever since they returned, Peter hasn't been acting like himself for obvious reasons. He lost a friend, a family member, and one of his friends has grown older than everyone else. His entire world was pulled from underneath him, and shaken.

Ava tried to talk to him about it, but even a month after the events, he refuses to talk to anyone. Fitz, Simmons, May, even Coulson.

Spider-Man hasn't even made an appearance ever since the battle for the universe, but White Tiger has been sporting her new vibranium suit that Shuri let her keep.

They were in school and Ava gets Peter alone to talk to him.

"Come on, Peter. Talk to me." Ava begs of him. "I know how you feel right now, and you were there for me. I wanna be here for you, but I can only do that if you talk to me."

"There's nothing to talk about." Peter tells her.

Peter shook his head as he turned away from her, "I don't wanna talk." He hissed.

"We need to." She coaxed, "We hardly talk…and it's been a month."

He threw a hand to his side, "Oh, yeah." He sang, sarcastically upbeat, "Because a month's a really long time! Like I'm gonna forget that Tony and Nat's dead and everything is back to normal again!"

"That's not what I meant…" Ava tells him.

"There's no point in me getting back in the suit. There's no point in returning to the hero life, why would I want to after everything? I failed when the world needed me most." Peter states knowing if he was just a little faster, a little stronger, he would have been able to steal the gauntlet from Thanos on Titan and saved everyone.

Even during the recent battle, if he was the same, he would have been able to at least save Tony.

Now both Tony and Natasha are dead, Steve has gone back in time and retired as Captain America and passed his shield on, Bruce was injured and Clint retired as Hawkeye. That's not mentioning the 23 year old Luke Cage who also has a girlfriend.

Everyone and everything he once knew is gone.

Ava was about to reply when suddenly they hear lightning crack and the sky darkens.

"What the heck?" Ava asks as she looks out the window and Peter follows her gaze and is shocked.

The skies are blood red and people are running scared. Peter watches closely as there's a wave consuming everyone and everything as it turns into dust. Buildings, plants, animals, even people.

The wave then hits the school.

"Guys?" Ned calls out as Ava and Peter face him to see his hands dusting away. "What's happening?" He asks before vanishing into dust.

Peter for a second thought this was another Thanos nightmare like he's been having for a while, but it was usually a flashback to Titan.

This is something different.

The wave then finally hits him after going through everyone else and Peter closes his eyes and waits for death.

He reopens his eyes to see nothing but darkness.

The calls of a canary start echoing and he looks to see a white canary in the distance. Then he looks to the ground and sees a spray painted bat. Flashes of lightning comes in and Peter is getting seriously confused.

"Worlds will live." A voice whispers and Peter heard it echo from everywhere. "Worlds will die. And the universe will never be the same."

Peter turns around to see he's somewhere new and sees nothing but dirt and gray skies for miles.

"Universe after Universe has fallen to my power." Someone says and Peter turns to face someone new.

His entire face looks like it was burned to a crisp, his outfit looks like it's his life support and some sort of armor.

"World after world consumed. Every death has restored my strength. Who am I? I am the Anti-Monitor."

-

Suddenly, Peter gasps awake and looks outside to see it was in fact just another nightmare.

Luckily, Ava was a heavy sleeper and Coulson was with S.H.I.E.L.D. dealing with some sort of ghost problem and a guy who has a flaming skull.

Later on, he and Ava are walking home and Ava's trying to talk him into returning as Spider-Man But he's dodging the question every chance he gets.

"Come on, Pete. Everyone's asking me where's Spider-Man? The city misses you." Ava informs him.

"You seem to be doing a fine job on your own." Peter tells her, as he's not trying to dodge Spider-Man, he's just trying to be Peter Parker for a while before getting back. Besides, now he's trying to figure out a way to tell Michelle how he feels about her.

That's when his senses go off and an explosion goes off at Oscorp.

"What was that?" Ava asks since they both know Oscorp was shut down as chunks of goo start flying around the city.

"That's weird." Peter comments when they watch as people start forming into black ooze creatures.

"I think we've got a problem." Ava states as the creatures charge at the two of them.

Ava and Peter see there's nobody around to see them so they run and leap up on top of a building as Ava forms the White Tiger suit from her necklace and Peter activates his web shooters he keeps on him and they watch as this creature seems to have spread across the city.

"What is that thing?" Ava wonders.

"There were reports on some creature in San Francisco like this. They called it a symbiotic parasite." Peter says as in the last five years, they missed a lot.

"So that means it's gonna spread, doesn't it?" Ava asks as they see a group of people getting cornered and they get transformed into the Symbiote. "My question has been answered."

"We've gotta find a way to stop this." Peter says and Ava goes through her bag. "What are you doing?"

Ava pulls out a canister that holds the Iron-Spider suit. "Time to suit up, Peter." She tells him and Peter hesitantly takes it before placing it on and the suit forms around him. "Welcome back, Spider-Man."

Suddenly, more creatures comes flying in and attacks them.

Peter and Ava maneuver to avoid their spikes when a few explosions come in and they look to see War Machine comes flying in.

"Hey, kids. What's happening?" Rhodey asks them casually.

"Cornel Rhodes?" Ava asks, surprised to see him.

"Where are the other heroes?" Peter wonders.

"There aren't any left, kid." Rhodey breaks to them. "Most of the remaining guys are either infected by this stuff or were out of the city."

"Well, at least there's three of us." Ava says, seeing they at least have an adult on their side. "Any idea what happened?"

"We got reports of an Otto Octavius was working on some experiments in the old Oscorp building." Rhodey tells them.

"Otto." Ava and Peter complain as now everything makes sense.

More of the creatures surround them all and the three heroes start fighting the creatures off.

"What happens if we were to get touched by these things?" Ava wonders.

"My guess? It will spread and infect." Peter tells them.

"Then don't let them touch you." Rhodey says as he blasts them back.

One lodges onto the back of the War Machine armor and starts to infect him.

"Rhodey!" Ava yells and claws at the Symbiote only for it to latch onto her. "This was a mistake." She says as she gets infected and transformed into a White Tiger Symbiote.

"This is going bad!" Peter tells Rhodey.

"We gotta get to higher ground." Rhodey says and flies off the ground for Peter to web onto his suit and they fly into the air. "These things can't jump, can they?"

As if on que, a dozen of them come leaping up and tackling them both.

Rhodey blasts them and uses his machine gun on his back to keep them down but one latches onto his back and gets through his armor.

"Rhodes?" Peter asks wen the Symbiote completely forms on him.

Peter quickly drops and uses his mechanic arms to shield the drop when more and more Symbiote approach him.

Peter looks and knows he can't use instant kill on these people knowing they're just people being controlled. But his arms are useful to hold them back as long as he can when they start getting punched and kicked by someone invisible as they're phasing through them and fighting them off as the Symbiote can't touch them.

Peter finally gets a good look at his hero and is shocked to who he sees. "YOU?!"

"It's been a while, Peter." She says as Peter sees Ava Starr.

Also known as Ghost.

Also known as the woman who turned Peter into Agent H.


	75. Redemption

Now Peter is filled with anger and rage facing his once friend.

He gets up and goes to punch her, but Ghost goes intangible and Peter goes through her.

"Peter, I'm here to help." Starr tells him.

"Yeah, right. Like you helped by turning me into an mindless killing machine!?" Peter asks sarcastically.

"I'm sorry about that. I was scared...I was dying, Peter. HYDRA offered me the technology to save me. But I'm here now to help. To make up for what I did." Starr explains and Peter looks to see more Symbiotes are coming and he needs someone's help.

"Fine. But this doesn't mean we're friends." Peter compromises, knowing it's gonna take more than an apology for him to completely trust her again.

"Otto was working on this thing over the last five years. He wanted something to control all of New York. It backfired with the explosion." Starr catches him up on what she knows. "He didn't survive, but his experiment created a hive in the old labs."

"So if we can get there, we can find a way to stop them all at once." Peter puts a plan together. "Is there anyone else unaffected?"

"No, most of the heroes were the first to get hit." Starr informs him.

"Then let's get going." Peter tells her and they make their way through New York and fight off the Symbiotes on their way.

-

The two of them make it to Oscorp and see they're getting surrounded by Symbiotes.

"You climb up, I'll find my way up inside." Starr tells Peter and they separate to split up the numbers.

"That's right. Follow the Spider-Man." Peter tells the creatures as they climb up the wall with him and Peter uses his mechanical claws to push himself up faster.

Seeing they're coming in more numbers, he quickly breaks some of Oscorp and it crashes into them and Peter makes it to the inside of the hive.

"Yikes. Otto needs to keep his labs up to code." Peter quips as Starr makes it through the elevator.

"This must be the mind. Or possibly the heart." Starr says as she approaches something that looks like a glowing human heart.

"This would seriously be fascinating if it weren't so horrifying." Peter admits as they look over the heart. "So what do we do now?"

"I was hoping you could tell me." Starr confesses.

Peter was starting to come up with a plan when his senses warn him somethings coming and they look to see Otto Octavius is...alive?

Otto comes out of the shadows and they see his body has been combined by the Symbiote as well.

"I thought you said he was dead." Peter tells Starr.

"I thought he was." Starr says. "Keep that thing busy, I'll see what Otto was able to find out about this thing."

Peter ran towards the Otto-Symbiote hybrid, sending a punch towards him. He watched as Otto staggered back. Peter continues to send punched and kicks, he watched as the psycho took the blows or block them.

Starr walks around the heart and lightly touched it only for it to start to consume her. She uses her powers quickly and it starts to shatter into glop. She looks and realizes that her connection to the quantum realm must be some sort of cure for this thing' making it too unstable to survive.

Peter and Otto during this time were stuck in a stalemate. That was until Otto grabbed both of Peter's hands. Peter stopped from the sudden attack and looked up at the Otto Monster as it stared back. He then felt himself being lifted off the ground.

Peter was then flung across the room. His back arched as he connected with the crumbling wall. He landed back on the floor as pieces of the wall crumbled down with him.

Painful, he pushed himself up, lifting his head he favoured his left foot as it had twisted when he hit the wall. He spider-sense tingled. He lifted his arms up to stop the oncoming tentacle but he didn't anticipate the second one that hit his stomach.

Peter retracted his mask off. No longer able to stand the pain of feeling his face melt. His hair flopped out, drenched in sweat. He lifted his hazel brown eyes. Staring towards the creature that was once

"That's so lovely, no more masks." Otto grinned.

"What do you want?!" Peter yelled. Everything hurt. He could barely stand.

"YOU DEAD!!" Otto yelled back in a demonic voice. "When you're dead, it will be much easier for me to Dissect and experiment on _you_." He purred.

They both stood there Peter watched as the _Monster_ moved closer and closer. Peter stood, he sent a weak punch towards him, to no avail. Peter stopped, he gave up.

"The world will soon know the name: Dr. Otto Octavius." Octavius whispered before he lifted as a metal tentacle, ready to kill.

Peter stood in the middle of a room, flames all around. His breathing was heavy and ragged. His costume was ripped and burnt, his mask was off, he felt naked.

His body shook, sweat dripped down his face, eyes red and puffy. Cuts across his body and bleeding lip. Multiple broken bones. He looked up towards Octavius.

"Times up," Octavius spoke. He shot his metal tentacle towards Peter.

Peter didn't fight, he was too tired, too injured, too... too lost. He was already bleeding out, might as well end it, join his family again.

But the claw never came...Starr walked straight through Otto and it seems to have done something to Otto as the Symbiote dies off of Otto as he collapses.

"How..?" Peter asks as Starr helps him stand back up.

"I think these creatures focus on a form of dimensional frequency. Half of me is still in the quantum realm meaning I operate on a different frequency." Starr explains what she believes. "Disrupting that frequency causes it to die. Enough particles in the heart..."

"Shatter the heart and all of the others will follow." Peter understands as well. "But...if it consumes you on a particle level, that'll destroy you." He informs her.

"Yeah, I figured that much." Starr assures him. "But it's the only way."

"No. We have to find another way." Peter states to her.

"If anyone understands being a hero, it's you. I wasn't a hero, not like you. You inspire others. I was upset when I heard you were killed, knowing I never got the chance to make thins right with you." Starr says sympathetically.

"I can't let you do this." Peter tells her.

"You'll loose the city and everyone in it if I don't do this. This city needs you. The world needs you after everything that's already happened. The next Avengers need you." Starr informs him. "This is my chance at redemption. But thank you for being my friend. I'm sorry I betrayed you." She apologizes and pulled him into a quick hug before using her powers to drop him through the floor.

Starr closes her eyes and walks through the heart and starts to feel everything inside of her starting to shatter and her atoms start to shatter the Symbiote in advance and she screams as the heart dies and all around the city, the Symbiotes all die and the people that were taken over get free and pass out from exhaustion.

Peter looks and sees Starr did it.

She saved the day.

He makes it back to where the heart one was and sees Otto is still there and feels for a pulse and finds nothing.

But what's stranger is when Peter hears a moan and looks to where the heart's goo is and someone walks free of it and he sees Starr is still alive.

"Ava?" Peter asks as he runs and is actually able to pick her up.

"How...how am I alive?" Starr asks.

"You cured the city, the Symbiote cured you." Peter guesses as it seems using her connecting to the quantum realm powers burned them out of her. He then decides to bring her to the nearest hospital to be checked on to make sure she's okay and gets spotted by a few pedestrians on the way.

Spider-Man is back.

-

Nowhere

Robbie Reyes, the Ghost Rider of Earth-616, appears in the world in between worlds and sees the muttonchop faced black messiah known as Mar Novu.

The Monitor.

Robbie just got through dealing with his uncle and is holding the Darkhold in his hands.

"I believe this is yours." Robbie says and tosses the book, it just slides over and stops at the Monitor's feet.

"Robbie Reyes. The man who made a deal with the devil and uses his power to spill the blood of those who spilled the blood of the innocent." Monitor greets him before turning towards Robbie.

"Wanna explain what that was about? Sending a book of unknown knowledges and origins to my world?" Robbie asks.

"The universe is a complex piece of machinery, and balance must be maintained. I am trying to prepare your universes warriors for the war that has yet to come." Monitor explains his actions.

"That doesn't answer my question. What are you doing?" Robbie asks

"Whatever the universe requires in order to survive the crisis that is looming." Monitor says and starts to approach the man. "You can feel it, can't you? The cries of the universes who have died."

Robbie can in fact, especially here, hear the screams and cries of those who have died and knows there is more to come before the dying stops.

"What can I do to help?" Robbie offers.

-

Earth-616

Strange and Wong were in the sanctum and start to get worried when they do a check on the reality only to find several realities are missing.

"There's something wrong." Strange says and is getting worried what's sweeping through their realities.

Something powerful enough to evaporate entire multiverse.

-

Peter was walking down the street with Ava while explaining exactly what happened, when he looks and sees something similar to the portals that he used to travel the multiverse open in the middle of the street and a giant truck comes ramming through and everyone runs out of the way and they watch as the truck comes to a stop and dust starts to fog up the street.

Ava saw the explosion and she runs off to see what happened to find Peter on the ground.

"Hey, what happened?" Ava asks as she helps them stand back up.

Peter tries to get his mind clear of the smoke and they look as the truck. It looks like a standard rundown trucker vehicle just covered in dust.

The driver door opens and they see someone step out.

He had clothes that reminded Peter of the clothes of Peter Quill, except more dirty meaning that this guys been some places. They see him holding up a device and it starts bleeping faster as the man points it in Peter and Ava's direction.

But what shocked them the most...they saw what he looked like.

They saw the last man they would ever expect to see.

"Coulson?" Peter and Ava both ask, completely confused to who this man is.

The man in question pulls out a space gun and starts shooting at them and they run.

"What's happening?!" Ava asks. "Why is Coulson shooting at us?"

"I don't think that's Coulson." Peter informs her as they run and hope they can find some answers.

But for now, staying alive is the better suggestion.


	76. Who is this guy?

Peter and Ava were able to get away from the Coulson lookalike and caught a lift from May who Ava contacted as they tried explaining the situation.

Which was difficult, considering they don't understand the situation.

Coulson's twin just appeared out of nowhere and started shooting at them with a space gun after exiting a truck was kinda hard for them to understand.

Seeing that Peter was apparently their target, Coulson brought them to the Lighthouse for their safety and they informed the Next Avengers to be on the lookout for where they went.

The strangest thing is, they just vanished after their encounter with the man.

"So someone who looks like Coulson is after you?" May asks Peter.

"I saw him, clear as day, he exited the truck and was holding some sort of device and as soon as he saw me, he started firing." Peter informs them.

"Okay, but how can he have Coulson's face?" Fitz wonders.

"Could he be from the multiverse?" Ava asks and they all look to her with a face like she's crazy. "Oh, come on. We fought a hulking space Barney, we turned to ash and came back five years later, you guys brought your apocalyptic future grandson back from a apocalyptic future. Tell me a multiverse Coulson is out of the question." She dares them.

"She's right. I did meet half dozen versions of myself, and I did see him come from a portal similar to the one that I used to travel the multiverse. A multiverse Coulson isn't far fetched." Peter agrees with her.

"Okay, let's deal with one problem at a time." Coulson tells the team. "First things first, we need to find these guys."

-

With the said Coulson doppelgänger, (who's name is Sarge) and his truck, he parks inside of a storage container area and keeps the truck invisible so not to be spotted.

His crew of three men and women are Snowflake, the crazy wildcard.

Jaco, the big man with the muscles.

Pax, the engineer.

"Blending in here can be hard." Snowflake tells Sarge and hands him a magazine of women's clothing.

"We'll make a stop. We need to find a stronger way of tracking the anomaly." Sarge warns them knowing the tracker he used only works short distances. "Pax, check the battery. Make sure this Rig stays invisible."

"That's not on me. I don't know how it works." Pax informs his boss. "That was Tinker's department, and he turned to dust on our last planet." He reminds them.

"Degenerated." Jaco corrects him.

"Whatever. Bit the dust, vanished, he was...anti-mattered if you will." Pax lists the way to say what happened. "And apparently one of his followers is a child. Why would he do that? Out of the many hundreds in the multiverse he could choose to follow why would he pick a child?"

"He seemed to be an Enhanced." Sarge comments. "Seems that everyone that's an enhanced on this world wears a stupid costume."

"Okay, point taken. But can we acknowledge that Tinker is dead before cannibalizing his gear?" Pax asks, seeing Snowflake digging through his stuff.

"Just confirming something that'll make you unhappy. We're out of P-E-G's." Snowflake tells them.

"What? We had more." Pax states. "Where'd they go?"

"Tinker kept them in his pocket." Snowflake explains.

"Why in any universe would he do that?" Sarge asks her.

"Said they were gonna good luck." Snowflake replies.

"And again, he was anti-mattered, meaning the P-E-G's were also anti-mattered." Pax recaps. "And that's definitely not on me."

Sarge then faces his man. "You got something to say, Pax?" Even the rest of the crew look confused with him.

"No." Pax says and turns around before facing Sarge again. "Yeah. Tinker should've been in the truck. We _all _should've been in the truck before the antimatter wave hit that universe."

"Then we all would be antimatter right now." Sarge defends.

"We had to get off of Earth-2 before it consumed us, and we had a small amount of time. We didn't expect the wave to hit that soon or fast." Snowflake tells him.

"Okay, we were there because the bleeper told us to go there." Pax says, referring to the device that Sarge used to track Peter. "And yet we don't even know if that anomaly made it off the world or not. Now we're here, chasing what must be another anomaly and we don't know how many of them there are or on how many worlds their are left."

"You want to do things differently?" Sarge asks.

"No. But I certainly don't want to go digging for P-E-G's again." Pax states when Jaco hands him a newspaper and they see a page about some jewelry store.

"See? This rock has it all. Now are you going to help me secure the exit while these two scout out the site?" Sarge asks. "Or should we discuss that too?"

"No, I'm good. I'm just...I'm sorting through it. Tinker died, he was a friend." Pax explains his actions.

Sarge places a reassuring hand on his shoulder. "We all lost family and friends when that monster destroyed our worlds. We're going to make sure he doesn't get the chance to do it again." He promises and they head off.

-

Coulson and the team found the crew and Coulson's doppelgänger stopped by some convenient store and firing outside a shipping yard outside Cincinnati.

"May, I need you and Yo-Yo to scout out the area." Coulson tells them.

"Everyone else?" May asks.

"Peter stays in the Lighthouse for now until we know what we're dealing with. Fitz-Simmons are looking over what was found from the wreckage and the convenient store to identify my doppelgänger. I'll have the agents ready for anything." Coulson says as they enter the labs where Fitz-Simmons are looking over everything.

"Any ideas on where this guy came from?" Mack asks them.

"Well, we first thought of the old S.H.I.E.L.D. program. Life Model Decoy's, but they went nowhere since it appears this man has DNA." Fitz tells them.

"What's even stranger is this." Simmons says as she shows the two different DNA samples that they got from some slurpee Sarge seems to have drank from. "At first, we might've guess a Skrull, there are radiation markers we have never seen before, but then we learned that there are none on earth since the 90's. But if you remove that, it's a match to you, sir."

That confuses them all and now Ava's theory of him being from another universe isn't starting to sound as crazy.

-

May takes Ava and Yo-yo to check out the site where the shots were fired and see nothing.

"Think this Coulson lookalike swapped out his rig?" Yo-yo asks.

"We would have found their old ride by now if they did." May comments.

"What we're they doing is what I'm interested in." Ava tells them. "There was something here worth shooting over."

"Or just another person in the way." Yo-yo comments as they see a burned junction box.

"_Team, we've got reports on Coulson's doppelgänger. They're racing a jewelry store a half mile from your location. The others are on their way to meet you there_." Fitz reports.

"Copy, Fitz." May says and they run off to find him.

-

At the jewelry store, Sarge, Snowflake And Pax are in the back of the store and Sarge spray paints a circle on the wall and Pax places a device that works as a portal straight to the rig and Jaco joins them through the portal.

"Well, what are we waiting for?" Sarge asks them and he steps through the portal.

May, Yo-yo, Ava and Coulson make it to the store and make their way through to see the lock destroyed in the back room.

"So they're still in there?" May asks.

"No ones left the building." Coulson tells her. "Yo-yo, check the perimeter." He asks of their kinda speedster and she vanishes and returns quickly.

"There's no other exits, so if they want to leave, they have to go through us." Yo-yo assures them.

"Nah, this doesn't feel right." Mack tells them.

"Yeah, I kinda agree." Coulson says. "First they go after kids, now they're stealing jewels. If he is a multiverse version of me, it must mean he came with an exit strategy."

"Ava, can you see inside?" May asks her and Ava uses the Wakanda upgrades and sees everyone.

"How many of them are their supposed to be?" Ava asks.

"Three, plus a hostage." An Agent tells her.

"Then why are their five heat signatures?" Ava questions.

Inside the vault, they're searching for the P-E-G's and have nothing.

"Still nothing?" Sarge asks as Snowflake looks over some diamonds.

"They're all shiny but totally useless." Snowflake says as Pax ransacks the shelves to find them.

"This place was supposed to have the good stuff. Where the hell is it?" Pax asks when they hear something slamming against the door and they see they gotta get going.

"Time is a factor now." Sarge says and looks to the worker they have. "Listen...'Dah-nah', Snow here is dying to spill your spiritual energy all over the floor, but I can hold her off. Just need us to point you in the direction of your premium merchandise."

"You have hundreds of thousands of dollars worth of diamonds in your hand." Dana informs him.

"This?" Sarge asks and tosses the diamonds behind him. "I'm talking about P-E-G's. Help me, Jaco." He asks their big man.

"Piezoelectric gems. Crystals that are naturally polarized and can generate electric charge under applied mechanical pressure." Jaco explains to her.

"Crystals?" Dana asks and thinks for a second. "We have some quarts or topaz in the bottom drawer." She tells them and Pax looks and sees exactly what they're looking for.

"Finally. Thank you." Pax says and starts packing them up.

"Keep searching, we better stock up while we can." Sarge says and takes a big one knowing this will help them jump to the next reality before leaving through the portal.

-

Ava was watching them when she watched one of the heat signatures vanish.

"Okay, that doesn't make sense." Ava says and turns to the others. "What's on that wall?"

"It's two feet thick, steel and concrete." Simmons tells her. "Why?"

"They have a way out somehow." Ava tells them.

"How? Some...multiverse technology?" Mack asks.

"Where does it lead to?" Yo-yo asks when May has an idea and runs off and tells them to keep trying to get inside.

-

May returns to the shipping yard and looks for a place they could be hiding the rig when she finds some tracks that abruptly stop in the middle of it.

She picks up some diet and tosses it onto the truck and sees that it's the rig. They're invisible.

Inside the truck, Sarge has goggles and is carrying a large machine gun looking device. "I stepping outside, see if I can get this thing powered up." He tells them while leaving.

"Hey, Jaco. Take everything." Pax asks the man through the portal. "It's all worth something on this turf." He is working on something when he hears a knock from the door. "That was fast."

He opens the door only to get punched by May and she enters the rig.

Pax tries to take her on, only for her to beat him down. May notices the portal and blocks Pax from attacking and throws him into a bed.

"A little help?!" Pax shouts as May knocks him unconscious.

Jaco enters the rig to see what's happening and May sees how big the man is.

Jaco goes to punch her, May easily dodges it and tries to hurt him but she does minimal work to him and Jaco goes to slam her. May waits for him to slam into the ground before punching him in the face and he slams her into the wall.

May finds one of their devices, throws it to distract him and smacks him in the face with a metal pole.

May hears shouts from the vault and goes through the portal to see Snowflake holding a knife against Dana's neck.

"Drop the knife and tell me who's your boss." May tells her.

"I'm picking up on a lot of unhealthy anger from you." Snowflake comments on her.

May goes in and removes the knife from her neck and pushes Snowflake before they travel through the portal and she blocks it, causing Snowflake to slam into the floor.

Dana gets out of the rig in time for Jaco to wake up and move the portal again for Snowflake to come through.

Now May sees she needs to deal with two of these people.

Snowflake tries taking her down with a knife as May grabs an oxygen tank and uses it to slam Jaco and throws Snowflake back through the portal.

She continues to attack Jaco when someone new comes in.

"Seriously?" Sarge asks and now May is in shock to who she's seeing. "I leave for three minutes and the plan goes all to hell."

May stops fighting Jaco and drops him as he falls unconscious while she's confused as to how this man looks like Coulson.

Unknowingly, while she was distracted, Snowflake moves the portal to the ground.

"Coulson?" May asks when Snowflake slides the portal over and May trips and falls backwards into the vault.

Sarge reaches through the portal and takes the device to shut down the portal when the rest of the team come in.

"How'd you get in here?" Coulson asks her and May is seriously confused.

-

They start up the rig again and start to leave having what they need.

"That word. Coulson. What does that mean?" Jaco asks Sarge in the driver seat,

"I don't know. But it rings a bell." Sarge comments as they leave.

-

The team returns to the Lighthouse to see if Fitz discovered anything useful and May explained what she saw and it was the same as them.

"So, I found this chip from the wreckage that didn't seem...of our world." Fitz tells them and they follow him to the computers. "It appears to be a biological hard drive. And that's not the alarming part." He says and he shows them some footage of somewhere that looks exactly like earth.

But in a few seconds, the entire world starts to turn red, the buildings start to disintegrate, along with the people who get hit.

"_End of the line_!" Sarge says and now everyone sees that Sarge does look like Coulson. "_Let's get out while we still can_!" He tells the crew before it the light attacks the camera.

"I've seen that before ." Peter tells them.

"Where?" Ava asks.

"I've been having the same nightmare for weeks." Peter expains. "First, the skies turn red. Followed by the buildings starting to vanish from sight...then finished off by the death of the entire planet."

"And that might be what they did to that planet." Fitz guesses.

"Meaning if we don't stop them, we might loose the planet." Daisy guesses.

-

Sarge and Jaco are on the top of their rig holding the device.

"They have nice stars here." Jaco says.

"Seen better, seen worse." Sarge comments as he warms up their device.

"How many do you think there are?" Jaco questions.

"Stars? I don't know." Sarge says.

"Not stars, his followers." Jaco explains his question.

"Guess we're about to find out." Sarge says and shoots the device into the air and a bunch of dots appear in the air and they start to get hits on targets.

"It seems to be working." Jaco says and shows this world is harboring only three followers.

"Seen better, seen worse. Just tells us he's not on this world." Sarge says, kinda upset they didn't find him yet.

"We'll find him. There's only so many worlds he can hide on." Jaco promises.

"Mar Novu is known to vanish and hide somewhere else." Sarge comments as that's who he's after.

The Monitor destroyed his home with the Book of Destiny, taking his friends, family and loved ones. He came to all of their worlds, did the same thing and now they're searching for him and anyone he seems to have been in contact with.


	77. Targets

Their little lightshow definitely got S.H.I.E.L.D.'s attention, but by the time they reached the area, they were gone again.

"What were they doing exactly?" Coulson wonders.

"We did a full analysis on the...doppelgänger Coulson's device and we can't find anything." Simmons tells them. "No atmospheric toxicity, no disruption in air traffic, but the only thing we did find was traces of statically charged particles."

"Suspended in orbit." Fitz finishes. "It's like a grid in the sky. We think it's a kind of a map."

"So they're looking for something." May guesses.

"Yeah, but the guess onto what it is is as good as yours." Simmons tells them.

"I know what they're looking for." A familiar voice says and they turn to see Madame Web is here after dealing with the Monitor and Elseworlds. "They're looking for me. And anyone else with a different signature that's not of this world."

"Ugh." Ava complains. "It's Yoda." Since Web likes to talk in riddles instead of saying the answer.

"What do you mean a different signature?" Yo-Yo asks the woman.

"They seem to be searching for someone through the multiverse, who I can't tell you. So every time they travel to a new world, they find anyone who has a different signature than the rest of the planet. Anyone who has traveled to or from this world. Peter traveled the multiverse, meaning he has a radiant signal that makes him look different from the rest of the world. Me...I'm not of this world. I've traveled to many worlds, putting others on the path of becoming Spider-Men and women." Madame Web explains to them all.

"Okay, so if you're here and Peter's here, they're going to come here?" Ava asks.

"No. There is another." Madame Web warns them. Adding to Ava's Yoda theory.

"Who?" They ask.

-

Deke Shaw, Fitz-Simmons future grandson from a apocalyptic future, was out of the base, getting food and other appliances for the base when suddenly he feels someone behind him.

"You're not from here, and you shouldn't be here." He hears Coulson say. "So I got to take you and make you sing. Where's your boss?" Sarge asks Deke.

"Look in the mirror." Deke quips before he takes the hand, spins it around and grabs the nearest thing to stab him and sees blood. "Real hand. Not Coulson." He sees and runs off.

"You know you're already dead, right?" Sarge tells him as Deke runs and Jaco finds him.

"That is a large, large man." Deke comments as he scurries back to his feet and avoids a blast from Pax and everyone takes off screaming as Deke tries to contact the others as Snowflake finds him and he runs in the opposite direction.

Sarge wraps his arm up as Jaco look at his signature they're following.

"Tracker says he's not from those world, but his signature's different from the others." Jaco informs him.

"That's strange." Sarge comments.

"If you consider the infinite complexity of the multiverse, maybe strange is the norm." Jaco says.

"Strange or not, he's a target." Pax tells them.

-

"We got a distress call from Deke, they found him and are after him." May informs the rest of the crew.

"Okay, let's head out." Coulson says.

"I'm going with you." Peter tells them.

"Peter, you're still a target." Ava reminds him.

"And? I'm always a target, that hasn't stopped me before. If they're after anyone with a different signature, I can use myself as bait to get them off of Deke and after me while you guys get him out." Peter tells them and grabs his mask. "Now let's move out."

-

Deke is hiding anywhere he can as the crew of four search for him everywhere.

"I've been hunting your kind for the last year. You think because some higher being told you that you're part of some grand plan of his. And let me tell you, he's a liar. All this man wants is to destroy everything he comes across, he destroys. There's no use hiding in this universe or the next. We'll find your boss soon enough. So, why don't you come out? Make things easier on us."

Deke stays quiet while he's serious confused about what this guys saying. Who's he talking about? This universe? The next universe? Why does this man look like Coulson?

His thoughts are interrupted when a arm wraps around his mouth and he sees a blue and red glove.

"Shh...it's me." Peter whispers and Deke is relieved it's just him. "On my signal, make for the northwest exit. I'll distract him. Keep moving forward, Coulson and the others are in the Zypher, don't look back."

Peter leaps out of the hiding place and shoots a web in Sarge's face and Deke takes off.

Coulson and the others enter through the front entrance of the building.

"We should really keep Deke closer to the base. Or at least give him something to protect himself." Daisy comments when sometc one's flying in and it starts to release smoke as Pax starts shooging from below and Snowflake walks past.

"We've got eyes on two. We're missing the big guy and Coulson." May tells them.

"Can we call him something else please?" Coulson asks.

"Sorry. Coulson's doppelgänger." May corrects herself.

"I can live with that." Coulson decides. "S, you have eyes on the doppelgänger?" He calls into the radio and they hear grunting and shots through the radio.

"Take that as a yes." Ava says.

"I'm going after the girl." May tells them and Ava follows her to help.

Pax was roaming the halls, following the two different signatures and finds that there's still someone here working on a computer with headphones on and he gets a hit and leaves the man.

-

Peter dodges a swing from Coulson's doppelgänger and punches the man in the chin, sending him flying.

"I don't know where you came from, but we didn't do anything to you." Peter informs him.

"Maybe you didn't, but your boss sure did." Sarge says as he gets ready to shoot Peter with his gun.

"Peter, get down!" Peter hears Coulson call out and ducks just in time to dodge some shots fired, but so did Sarge.

The two Coulson's are confused as to what they're seeing before Jaco comes in and shoots at them.

Peter grabs Coulson and they duck for cover to avoid them shots. By the time they get back up, they've disappeared.

-

May is searching for Snowflake and flows her to the upstairs and it's covered in a lake of fog.

Snowflake comes out of hiding with two knives and takes a few swings at May and they all missed.

"You don't like guns either." Snowflake sees.

"Never needed them." May informs her.

"Boys with their toys." Snowflake says before going back at it and May was able to get a knife away from her and used what she could use in her surroundings to take the last knife and take her down.

Snowflake starts to crawl away and goes in for a charge attack when May kicks her in the chest, sending her to the ground.

"Do you know who does like toys?" Snowflake asks when a gun gets placed in her back.

"I do." Sarge tells her and May sees she's been caught.

-

Deke is following Peter's directions out when he gets attacked by Pax.

"Wait, Wait!" Deke pleads when Peter comes in and knocks him out.

"If anyone's gonna hurt Deke Shaw, it's gonna be me." Peter promises.

Coulson, Mack and Ava meet back with them.

"Where's everyone else?" Peter wonders.

"Searching for the Coulson lookalike." Ava explains. "We were just nearby. Oh, hey Deke."

That's when Jaco starts coming in in and now they see they're in trouble.

"Get out of the way. I want them." Jaco says, looking to Deke and Peter.

"I got a bad idea, Ava, Deke, with me. Everyone, run." Peter tells them and the three of them run as shots are fired and Ava absorbs it with her vibranium suit.

They make it to the back halls and Peter pushes Ava against the walls, building up kinetic energy and they make it to a corner.

Jaco sees they're cornered and goes in to strike them when Ava comes in and releases the suit's energy, sending him flying into the wall.

-

Good news, they captured two out of the four.

Bad news, May's been captured by the other two.


	78. The death of everything is coming

Snowflake is driving them to where they see the next mark, meaning they're heading for the Lighthouse and are after Madame Web and Peter now.

Sarge leaves the front and approaches May who's tied to a chair.

"Look at us. All by our lonesome at last." Sarge says.

"What do you want?" May asks. "Why am I here?"

"I want answers." Sarge tells her. "Why are you protecting these people? Do you know what they are? They're Destroyers."

"Peter a destroyer?" May clarifies. "He's not a destroyer of anything. He's different because he's traveled the multiverse to save people."

"What? No, he's different because he's one of the Chosen few." Sarge informs her.

"Chosen few to do what?" May asks.

"To kill the multiverse." Sarge states.

-

The team return to the lighthouse and learn about May's abduction and are now working on tracking her.

"We get anything from these guys?" Ava asks looking at the security footage of Pax and Jaco.

"Well, nothing useful." Yo-yo tells her. "Only that they call their boss Sarge, not Coulson. Big guy doesn't talk that much and tiny kid doesn't stop."

"Maybe I should go in." Peter says. "Maybe they'll talk to me."

"These are the same guys who are trying to kill you, you remember, right?" Deke reminds him.

"Yeah, and I want to know why." Peter states.

"Maybe let him in with the squirrly guy." Mack offers.

"Yeah, he'll talk easily." Coulson agrees and Peter goes to try a few of his Agent S interrogation approaches.

-

"What do you mean when you said, _Destroy the multiverse_?" May asks Sarge who's searching through her stuff.

"I've been to a lot of worlds, some good, some garbage. But I've never been to one where someone else looked exactly like me." Sarge confesses as he drops down in front of her. "So let's get into it. What is this guy? At least to you. You seem to follow him around, if I had to guess, I'd have to say you liked him. So this must be messing with your head."

"Can we get back to where you believe my nephew is supposed to be one of a few people to destroy the multiverse?" May asks, wanting to understand more about that.

Sarge just ignores her and stands back up. "So, this Imposter, what is he? A Synth? Shapeshifter?"

"The real question is what are you?" May asks him.

"I'm not buying it. Out of the whole multiverse, he just happened to be on the one planet that wasn't already destroyed? Try again. What is he?" Sarge asks her.

"Descent. Everything you're not." May states.

"Well, you know what they say. Every dream is someone else's nightmare." Sarge states.

"You're the imposter. You're the one from another universe, who traveled to ours. So, the question you should be asking is who are you?"

-

Madame Web and the others get ready to move out so that they can set a trap for Sarge, and she's now searching all the timeline sto see exactly how this will end.

"A Crisis?" Peter asks Pax as he sings like a canary. "Your group's traveling the multiverse to stop the end of the multiverse?"

"The man we're searching for is going to destroy everything, every reality, every universe. Nothing will survive." Pax states.

"Who's going to destroy it all?" Peter wonders.

-

"The Monitor." Sarge tells May. "Likes to think of himself as a god. He jumps from world to world, and infects the world with his Book of Destiny. Leaves the planet in ashes and then blames the world before moving onto the next. Now, he's created a weapon that can destroy realities. Enter universes, even space itself is being destroyed. We search for his followers to make him weaker by tracking anything that doesn't fit in each world and kill it."

"That's why you went after Deke." May realizes.

"Our tracker shows he's not from here, but he's no follower of Mar Novu. What is he?" Sarge wonders.

"Exhausting." May answers.

-

"Sarge must believe the Monitor is the monster in this situation. But he's not. I don't agree with his methods but he's doing what he needs to save the multiverse." Madame Web tells them on their way to a place to set the trap.

"And what exactly is he trying to prevent?" Peter asks.

-

"A crisis. It's coming. The death of everything." Sarge explains to May.

"You've seen it for yourself?" May asks.

"Too many times. First, it was with his Book of Destiny, now he has a weapon that can create a wave to destroy any reality he chooses. It's only a matter of time before he unleashes it on all of creation. This is as close as I've come to finding him and stopping him. I've been hunting him for as long as I can remember. The Monitor is a cancer, and I'm gonna make sure this is the last world he infects."

"How do you plan to do that?" May is afraid to ask.

"To stop the spread, you cut off the limb. When I find the two followers, I'm gonna kill them." Sarge promises as they seem to be nearing the location and May knows that means he's going for Madame Web and Peter.

-

The Rig comes to a stop and Madame Web is standing in the middle of the open.

Sarge exits the Rig and sees she's not doing anything.

"Come to finish the job?" Madame Web asks him.

"I've been hunting you and your kind all my life. Doesn't matter how far you run, I'll always find you." Sarge says.

"I know what the Monitor did to your world. I couldn't do anything to stop him, he's a higher being of unremarkable amount of power." Madame Web tells Sarge.

"Yet you're suppose to be able to see the future." Sarge replies.

"And the Monitor can strip me of that power just as easily." Madame Web informs him.

"Doesn't matter. Because you're not following him anymore." Sarge says and goes to shoot her when shots are fired and Sarge ducks to see the S.H.I.E.L.D. team is here.

Inside the rig, May takes work of Snowflake before exiting the vehicle with her hands tied.

Sarge doesn't seem to notice and she uses that to kick him down.

Coulson and the team approach seeing Sarge down.

"Took you long enough." May tells them.

Madame Web looks over to Peter and suddenly realizes what timeline they're in when a shot is fired at her and she feels her chest start to get cold.

"Web!" Peter yells as they look and see Sarge was able to crawl back to his gun and fired at Web. Mack grabs the gun and the man to separate them.

Peter grabs We as she falls to the ground and he checks on her wound and it's not good.

"I...knew this would happen." Madame Web assures Peter.

"Why didn't you stop it?" Peter asks.

"Some..." Web explains as she groans in pain. "Some destinies...they just can't be avoided. But there's...there's something you need to know..." She tries to tell him. "The...the Crisis...it's up to you..."

Madame Web dies in Peter's arms and leaving Peter to wonder what she was going to tell him.

And more importantly, what is this crisis that's coming?

-

Sarge and Snowflake are brought into the Lighthouse and Sarge was brought to the main room where everyone is surprised to see two Coulson's.

Peter, Ava are also there as Peter just wants to be there for when he's put away after what he did to Madame Web.

"So, this is what it's like to look in the mirror to see yourself." Sarge quips.

"Yeah, I-this is too much." Daisy comments on the doppelgänger.

"Everyone seems to have a lot of feelings around here." Sarge comments.

"Well, maybe it's time you start to share." Mack tells him.

"Ask this one." Sarge comments, looking to May. "She can bring you up to speed."

Everyone looks to May, hoping for some answers.

"He says he's here to stop a crisis that's going to destroy the multiverse. The man behind it all is called the Monitor. Madame Web and Peter are supposed to be followers of some kind. All of reality will be destroyed. That cover it?" May recaps what he told her.

"Yeah. Kinda does." Sarge agrees.

"Yeah, I'm not following anyone. Let alone someone called the Monitor." Peter states, "and neither was Madame Web. She saved our lives."

"A savior is just one thing anyone can be. One day you're a savior, the next you're a destroyer. I've seen it before. I guess that makes you the one in charge." Sarge says as he faces Coulson. "So here's how this works. You need to let me go or the multiverse is going to die."

"That a fact?" Coulson asks.

"Yes." Sarge confirms.

"Good. But I have a feeling we're gonna be spending some time together before we let you go. You tried to kill my nephew...take him to his cell." Coulson tells the agents and they drag him off.

Peter watches as he's dragged away and is happy to see he's gonna get what he deserved.

"You gonna be okay?" Ava asks him.

"Yeah. It's just...strange. In our life, almost a year ago we didn't know Madame Web. Yet she saved our lives a dozen times." Peter says. "And now she's gone, and a Crisis is coming that we know nothing about."

Yo-yo goes to talk to Jaco to see if he talks and he says that they need to let Sarge go as well, Coulson has gone to talk to Sarge.

-

"I've been through this routine before. You're not ready to hear the answers." Sarge tells Coulson.

"Well, I've seen a big deal. Try me." Coulson dares his lookalike.

"You don't have time to spare. This nice little galaxy, be a shame to loose it." Sarge says.

"Why don't we start from the beginning. You're saying that you are from the multiverse. And I know that when you're on a planet, it doesn't survive. I've seen the footage of the last world you were on." Coulson states.

"It doesn't have to come to that, but it will if you don't let me go."

"You're talking about this...crisis you say that's coming and it's Monitor that you say is a monster," Coulson says.

"Or to you, a god. He could wipe out an entire world with a flip of his hand. Dry up your oceans with a single thought. Drive your most sane man into madness." Sarge lists what he saw him do. "I've seen this false-god up close, and I think you're gonna get that opportunity, too. Believe me. You're not prepared for the Crisis on Infinite Earths."

"I'm prepared to protect my world from anything." Coulson tells him.

"Have you wondered why you haven't seen this...Madame Web around? I'll tell you why, she's been working with the Monitor over the years. And your nephew, he will be one of the followers when the Monitor destroys everything."

-

"This is the gear from Sarge's truck." May tells them as they bring everything into the labs.

"You know, we got to start calling him something else." Mack comments.

"Well, we cant keep saying Coulson's doppelgänger." Ava replies.

"So, this tracker seems to be searching for anything different from the rest of the planet. And that's all we got." Fitz tells them.

Peter looks over some of the gear and sees it almost looks like the Siege Perilous technology. "This looks like some alternated version of the Siege Perilous." He says as he looks over the device.

"Maybe that's what they used to travel realities." Ava guesses.

"Yeah, but it looks like it has some...modifications." Peter says.

"Like how?" Yo-yo wonders.

"The Siege Perilous took a enormous amount of energy to work and Norman killed Electro to get it to work." Peter explains to them. "Maybe they have a different power source on their rig."

"No, we searched everywhere on that rig. There's nothing." Simmons tells him.

"Maybe the rig is the power source?" Ava guesses.

"Like the DeLorean in _Back to the Future_, get to a certain amount of speed, it activated the flux capasitor." Peter explains to those who don't understand.

"So they were traveling the multiverse, looking for people who don't belong and killing them?" Daisy asks.

-

"Like I said, I won't be in here much longer." Sarge tells Coulson.

"And how do you think you'll get out?" Coulson asks.

"Anything can happen." Sarge says.

"Let's get back to your manhunt for this man, the Monitor. What's his game?" Coulson wonders.

"He's out to destroy the multiverse, I'm out to destroy him." Sarge tells him.

"And how do you plan on finding him if he's a god who can travel anywhere?" Coulson wonders.

"He has a home on some earth somewhere." Sarge says. "Let me ask you something...has any of your team members been acting strange? Some places, they have dreams on what's about to happen. Ask your nephew if he's been seeing the end of days, you'll see if I'm lying or not."

Coulson decides to see what Peter has to say and he confesses the dreams he's been having.

"So you've been dreaming about the end of days?" Daisy asks.

"I thought it was some...PTSD after, oh I don't know, coming back from the dead, fighting a mad Titan, and more." Peter defends and crosses his arms and sees they do need to let him out. "If he can stop what's going to happen, we need to let him."

"So we need to let him out." May clarifies and they all know this is gonna end badly.

-

"If you don't stop wasting my time, you're gonna lose your planet." Sarge tells them after they released him and promise to release his crew later.

"What is your plan to stop this that doesn't involve shooting one of our own?" Ava asks.

"My plan is to stop it from the root. The man in charge of everything. Go right to the core." Sarge explains.

"How can one man kill off the entire multiverse?" Mack wonders.

"His weapon will do it for him. He used it on the last universe we were on, and it evaporated everything. You saw what happened on Earth-2. That was because we were following another follower of his we found. But by the time we located him, it was too late. Keys. I'm not asking again."

"You'll get your keys when we get some answers." May tells him. "Now tell us what you know."

"The Monitor...he controls everything in the multiverse, a Fifth Dimensional being. He could turn this planet inside out, turn your oceans into fire if he wanted to. I'm working on finding him, and making sure he doesn't get the chance to destroy any other world. He got mine, Jaco's, Pax's, and Snowflake's. If he's not stopped, he will destroy the multiverse. I have a way of locating him, and stopping him."

"What happens when you find him?" Yo-yo wonders.

"I'm gonna kill him." Sarge says, abruptly. "Keys."

Coulson decides to give him the keys back to the rig for him to go.

"And my crew?" Sarge asks.

"Agents May and Johnson are going with you." Coulson tells him.

"I said my crew." Sarge says.

"They're your crew now." Coulson says.

"No deal." Sarge states and sits down. "I'll just watch and wait for your planet to die."

"I have the feeling you didn't come all this way just to lose again." Mack comments.

"How long we gonna do this?" Sarge wonders, seeing he has a point.

"I need to keep something of yours to make sure you don't just leave." Coulson explains.

"Fine. I'll agree to this under one condition. I get one of my own, and he comes." Sarge says and points to Peter.

Coulson looks to Peter and he's just as confused as he is on why he wants him.

"Deal." Peter says, wondering what he has in mind.

-

Sarge, Snowflake and the S.H.I.E.L.D. team all get their rig back into operation.

The one thing that Peter knew to keep off the truck was that Siege Perilous like device so he wasn't going to jump realities.

"You sure this is a good idea?" Ava asks Peter as he places his Spider-Man suit on.

"No, but I wanna see what this guy is up to. I need to know what he's talking about. These nightmares are frequently happening. The end of our world. If he's going to try and prevent it, I might as well make myself useful." Peter tells her.

"Everyone who shouldn't be here, off." Sarge commands them.

"And if I get the chance, I wanna punch this guy." Peter admits to her.

"Save some for me." Ava asks of him and leaves the rig.

-

They leave the Lighthouse and are heading towards the location.

Peter is currently sitting across from Sarge and looks at the tracker of his that goes to the middle of nowhere.

"So, this Monitor, he really destroyed your world?" Peter asks him.

"Mine and about a dozen other worlds before he just destroyed their universes." Sarge tells Peter.

"And what about me? What's so special about me that you tried to kill me the second you arrived?" Peter asks.

"You're supposed to be a follower of his. You seemed to have come into contact with the Monitor once in your life. You and that blind woman." Sarge says.

"Th woman you shot and killed was a friend of mine. She didn't deserve to die." Peter tells him.

"Your world is in danger, sooner or later going to be destroyed and you're angry about one person. None of the world's that have been killed deserved to die. He's coming. The Crisis is following him, like a shadow. And wherever the Crisis is, death isn't far behind." Sarge states and Peter reads through the lines.

"The Monitor took everything you cared about, didn't he? That's why you're so hellbent on finding him, isn't it?" Peter guesses.

"He took everything away from me, and now I'm gonna take everything away from him." Sarge promises.

"Does he have any other name, or does he just go by Monitor?" Peter wonders.

"All I've ever called him is Monitor. Nothing else." Sarge says.

-

Fitz-Simmons and Deke were looking over everything in the labs and notice something's missing.

"Hey, what happened to that device? That...Siege paralysis or whatever the kid called it." Deke wonders and the two look and see its missing.

"Who took the Siege Perilous?" Fitz wonders.

Simmons only took a minute and understood who has it and what's happening.

Sarge is gonna jump worlds, and he doesn't care if it's with his crew or not.

-

"He kicked you out?" Daisy asks as Peter drops on the couch and May is asleep.

"Got tired of my questions, even though he's the one who dragged me along and tired to kill me. But, I was getting a headache looking at the man, so it works out." Peter admits. He's used to seeing his caring, loving uncle. This guy is like looking at the looking glass version of him.

"Why is this Monitor dude destroying the multiverse?" Daisy wonders.

"He wouldn't say, but I have a feeling he doesn't know." Peter tells her. "All I got from him is he lost the people close to him when his world was destroyed, and that the Monitor at his weakest if we reach his home, which is where we're heading. And he's not going to stop until the Monitor is dead."

-

"That's the last time I allow that kid to negotiate." Coulson says as the team all board the Zephyr and get ready to take off.

"I don't understand. If he's leaving the universe, why would he want to take Peter with him?" Mack wonders.

"If Peter's supposed to be a follower, he might believe the more followers he has, the bigger advantage he has when he does find this guy." Ava guesses as they start take off.

"So, what's going to happen, he reaches 88 miles per hour and he's gone?" Deke wonders.

"You've seen _Back to the Future_?" Ava asks the man.

"Basically." Simmons confirms. "But he also has to reach a weak spot on our world in order to escape just like the original Siege Perilous."

"Do we have a way to contact them?" Fitz asks.

"I'll try to see if he has his mask nearby to hear me, I'll fill him in." Ava promises and leaves.

-

Sarge starts to activate the Siege Perilous and places the truck to keep gaining speed and hopes Snowflake gets her part done.

Everyone was asleep in the back and Peter wakes up to his senses going off.

Snowflake goes on for an attack on Peter and he quickly webs her hand and knife.

"Knew something was going to happen." Peter says when his mask starts going off and he webs Snowflake's other hand and answers it.

Sarge comes back and sees they're all still awake and all have a weapon raised to him.

"Where is it?" May asks him.

"Where's what?" Sarge asks.

"The Siege Perilous." Peter answers.

"I have no idea what that is." Sarge says honestly.

"The device that allows you to travel between universes." Daisy tells him.

"Oh, the Breacher." Sarge now understands. "The Monitor isn't on this world, and I had to replace my crew with another apparently."

"And why not tell us you planned on hopping dimensions?" Daisy asks.

"Would you have let me go?" Sarge asks back. "I have his location, but it's not in this earth. And I'm finally close to finishing him. When I find him, I'm gonna kill him, and everyone he loves."

"You're not hurting him." May promises.

"One life is a small price to pay for saving this world and countless other dimensions." Sarge tells her. "I can easily get you back to this reality when the job is done."

"We're not leaving and you're not killing Peter." Daisy tells him.

"Then you'll be making a bold choice. You sure about that?" Sarge asks.

"Where is it?!" May demands.

"It's set to go off once it reaches its mileage..and it's a sensitive device. So unless you wanna start colliding realities, I wouldn't go doing your thing." He warns Daisy before closing his door and locks it.

"He left me?" Snowflake asks, confused.

"How was he driving back here?" Daisy wonders.

"He turned on auto drive. You can't slow down the truck now or shut down the Breacher. It was designed to keep going until it jumped realities." Snowflake tells them.

"And I can't quake us out unless we wanna rip realities." Daisy says.

"Well, it's a good thing I don't need that." Peter says as he reaches up to the walls and then rips a hole open for them.

"Okay, who's ready for a little tuck and roll?" May asks.

"Seems this end of the rig can be blown, but we gotta get a distance away." Daisy guesses and they look and wait for someone to go first.

"Guess I'll go first." Peter guesses and drops off the rig and goes rolling and everyone follows after him.

They finally get up and see the rig starts to glow blue and Daisy sends a shockwave at it and it disappears as it explodes.

The Zephyr comes flying in and sees them all and the rig gone.

"Wonder where Sarge's gonna end up now." Peter mumbled.

-

Earth-1

Peter Parker and Cisco Ramon, Spider-Man and Vibe of this reality were searching for where a wave of dimensional energy is coming from when a blue light appears and a man comes running and tripping over himself before stopping in front of them.

"Greetings, traveler." Cisco greets as he walks up to the man and raises his hand. "My name is Cisco Ramon."

Sarge grabs him and raises his blaster to Cisco's head whole throwing him against the wall.

"Hey! Back away!" Peter-1 tells the strange man.

"Great. Another angry one." Cisco complains.

-

Nowhere

Madame Web is laying down in a part of space that exists outside of space and time when she suddenly wakes up and looks to see that she's alive.

"You seem surprised I was willing to save you." The voice of the Monitor echoes and she looks to see him here.

Madame Web groans as she stands back up and sees that the wound is gone. "Gonna Be honest...I kinda believed you would."

"Without your ability to see the coming future, stopping this crisis will surly fail." Monitor tells her.

"So you brought be back to help clean up your mess...great." Madame Web mumbled and stands up since this was all her idea. She couldn't tell Peter exactly what was coming, considering what's about to happen and she needs to get the rest of the multiverse ready. "Well...we better get started. It's almost time."

-

Ixtenco, Mexico.

A black Mercedes drives through a destroyed town and the doors open to reveal a resurrected Maria Hill and Nick Fury.

"Nick, this was a tragedy, but it's not why we're here." Maria says to him as they walk through the destroyed town. "What, are we fighting the weather now?"

"Locals say the cyclone had a face." Nick explains why they're here.

"People see things when they're under stress." Hill replies. "That doesn't mean this is the start of the world ending event that the Monitor warned us about."

"He said a Crisis was coming, and we would see it in the form of something world ending." Nick states. "And when it happened, we would need Parker."

"Okay, I get it. He's supposed to know all and see all, but that doesn't automatically mean every little cosmic event is going to lead..." Maria was saying when a green puff of smoke comes down and the two raise their guns to see someone new.

He has a snow globe helmet with fog inside and a suit made of gold and green and a red torn up cape. The man retracts his helmet and looks at them confused.

"Who are you?" He asks when a giant creature comes up from under their car and they see a cyclone with a face as it throws their car and roars when they keep shooting it.

"You don't want any part of this." He states to the two before sending green beams from his arms at the monster.


	79. The plan

Now with Sarge gone and everything clean up, Peter is back in schoolhas finally done it.

He has come up with an airtight plan to tell Michelle Jones how he feels about her.

It took a few months to plan, a couple of tips from May, Coulson, and Fitz-Simmons, along with a few points he took from his time with Gwen.

At school, they have a memorial video playing in memory of Tony Stark, Vision, and Natasha Romanoff. It seems they don't know about Lincoln and his sacrifice during the battle in Wakanda, or just didn't have a picture of him.

"Gone. But not forgotten_._" Betty says.

"Thanks to Kenneth Lim and Vihann Ramaurthy for their help with that touching video tribute." Jason thanks.

"This year has been nothing short of-"

"* is crazy. Like insane." Jason states.

"Jason. No swearing." Betty reminds him.

"Yeah, But it's the last day of school, we're good."

"Historic." Betty says, getting back on the subject. "Over five years ago, half of all life in the universe, including our own midtown high was wiped form existence. Then eight months ago, a band of brave heroes brought us back. They called it _the Blip_. Those of us who blipped away came back the same age. But our classmates that didn't Blip. Had grown five years older." Betty says as photos of examples came over.

"Yeah, like my little brother is now older than me." Jason says.

"Yeah, it's math." Betty replies. "And even though we had blipped away halfway through the school year and had already taken midterms, the school made us start the whole year all over again."

"It's totally unfair." Jason complains.

"Tigers, it's been a long, dramatic, somewhat confusing road. And as we draw this year to a close, it's time to move on. To a new phase of our lives." Betty finishes.

"And pray nothing crazy happens again. Like those ooze creatures that suddenly appeared." Jason states. "Because, are the Avengers even like a thing anymore? Does anyone even have a plan!?"

-

A tired Peter finds Ned, Kitty, and Ava in their home room and sits next to them. He's been having the same dream for a while for some reason and it's been waking him up at night. The red skies, everything turning to dust and the sequence of a white canary, lightning and a bat symbol followed by the man calling himself the Anti-Monitor. He doesn't know wether to believe Sarge or not about the 'Crisis', but Coulson and the others are looking into it for him.

"I have a plan." Peter tells them. "Okay, first, I need you to help me with talking to MJ on the flight and see how she sees me." He tells Ava.

"Easy enough." Ava admits. One of their favorite topics are roasting Peter and everyone behind their backs.

"Second, when we go to Venice, it's super famous for making stuff out of glass." Peter continues. "I'm gonna buy her a black dahlia necklace because her favorite flower is the black dahlia because of, Well.."

"The murderer." They say knowing MJ as well as he does.

"Three, when we go to Paris, I'm gonna take her to the top of the Eiffel Tower, give her the necklace. And then, four, I'm gonna tell her how I feel. Then, five, hopefully she tells me she feels the same way." Peter finishes.

"Does he always think too hard?" Kitty asks Ava.

"Actually, this is him phoned in." Ava admits.

"Don't forget step six." Ned tells his friend. "Don't do any of that."

"Why?" Peter asks.

"Because were gonna be bachelors in Europe, Peter. Look, I may not know much, but I know this. Europeans love Americans." Ned states and the three agents of S.H.I.E.L.D. look at him hesitantly. "And more than half of them are women."

"Okay. Sure. But I really like MJ, man, okay?" Peter informs Ned. "She's awesome, super funny in the kind of dark way. And sometimes I've caught her looking at me, and I feel like ever since- oh she's coming. Don't say anything."

MJ approaches them all. "What up, girls and dorks?" She asks the four. "Excited for the science trip?"

"Yeah, we were just talking about it." Peter tells her.

"Yeah, and Peter's plan." Ned slips out.

"You have a plan?" MJ asks.

"I don't...have a plan." Peter lies.

Ava just smiles and tries to help while also having some fun with him. "He's gonna collect tiny spoons while we're traveling."

"Like a grandmother?" MJ asks.

"I'm not collecting tiny spoons. He's collecting tiny spoons." Peter says nodding towards Ned.

"Okay, well, that was a real roller coaster." MJ admits. "By the way, travel tip: you should download a VPN on your phone, so the government can't track you while we're abroad." She tells them before walking off to put up some posters.

On their way out at the end of the day, Ava and Peter meet back up to see what they need to get done before they leave.

"What's left to do?" Ava asks.

"We still need to take down the Manfreddy crime family, I need to pickup my passport, and you need to see if Kitty's suit is ready for her while we're away. Fitz-Simmons dropped it off this morning for her." Peter lists what they have to do.

"That means we've got a long day ahead of us." Ava says as they leave.

-

Peter was waiting patiently at the DMV for so long before he uses his phone to control Dronie to fly into the stalls and signal them on and he walks up to the stall.

"Peter Parker, here to pick up a passport, please." Peter asks.

-

That night, he and Ava are back in their nanotechnology suits and are fighting the Manfred crime family.

"Let's keep this going, guys. We have a lot to do tonight." Peter says as he webs another criminal to the wall and Ava knocks a few out.

Peter then does a few flips and dodges as he webs and uses his gadgets on multiple targets at once.

"Okay, we're giving this place one star." Ava promises.

They look and see they took care of all of them when another comes in and starts shooting at them and they play dead.

"We're kidding! They're bulletproof." Peter says as he webs one up and Ava does a flip and kicks them and that's the last of them.

They then wait for the police to arrive.

"Yeah, he's the first in command. That guys just the runner. He's the buyer. That's the seller." Peter list off.

"And that's the snitch." Ava says pointing to the closest guy. "You should place him in his own cell."

"Loving the new suits." One of the officers comments on their looks.

"So you gonna be the new Iron Man now?" The other asks Peter.

"I can't we're too busy doing your jobs." Peter jokes as they start leaving.

"We're just kidding. But you're gonna have to pick up the pace, we're leaving a friend to help you out. We're going on vacation." Ava tells them.

-

Peter and Ava gave a speech at F.E.A.S.T., a homeless shelter for the people who have blipped back and May was with them and finished giving a speech and they make their way to the back.

"Wow, that was amazing." Peter tells Ava.

"I thought we were great." Ava replies as May follows them.

"You two did great." May assures them when someone comes through the door and the two heroes activate their masks and see its just Coulson.

"Hey, team, sorry I'm late." Coulson apologizes and they retract their masks again.

"Uncle C." They both greet him as he walks up to May.

"Hey, you look nice tonight." Coulson tells her.

"Thanks. You clean up nicely." May tells him and the two of them are confused.

"Thank you." Coulson replies.

A while back, when the S.H.I.E.L.D. team was taken to a dystopian future where they fought some Kree who have enslaved the Earth. After returning, they brought back Deke Shaw...and May might have or might not have told Coulson she loves him and Coulson froze, they haven't actually talked alone since everything with Sarge happened.

"Well, I'm gonna head back out there. Spider-Tiger duo, go shake hands." May tells the kids.

"Will do." Peter says and salutes as Ava follows her out so Peter can talk to Coulson. "What just happened?" He asks, referring to the scene he just wanted.

"Listen, heads up, Fury's gonna call you." Coulson warns him.

"Director...I mean, Fury's gonna call me? Why?" Peter asks, he hadn't seen Nick since Tony's funeral and even then, they didn't talk.

"Why? He's probably got stuff for you to do. You're a superhero now. He calls superheroes, let alone you're his best Agent." Coulson reminds him.

"Well, retired agent, now Avenger. But if it was seriously important, he would probably call someone else." Peter says when his phone starts buzzing.

"Apparently not." Coulson says as Peter pulls his phone out and sees it is Fury.

"I don't really wanna talk to Nick right now." Peter admits to Coulson.

"Answer the phone." Coulson tells him.

"Why?" Peter wonders.

"Because if you don't talk to him, then I gotta talk to him about why you're not talking to him. And I don't wanna talk to him about why you're not talking to him." Coulson says and Peter sends it to voicemail. "You sent him to voicemail?" He asks.

"I gotta go." Peter tells him as he walks to the curtains. "They're calling me."

"You know we can't ghost Nick Fury!" Coulson reminds him.

"I promise, I'll call him." Peter says as he closes the curtains. "After the trip." He whispers and makes his way to the crowd while placing his mask back on.

Coulson gets a call and sees its Fury and answers it.

"Hello, sir. Yeah, no, he's not ghosting you." Coulson lies, knowing Peter will call him sooner or later. Or Nick will track them down.

You can never tell with that guy.


	80. Boh

Peter was packing some last minute things as his phone keeps ringing and he knows it's Fury, so he doesn't answer.

He turns to his closet and looks at his Spider-Man outfit and wonders if should pack it.

Ava walks past and tosses a banana. "Hungry?" She asks when it smacks him in the face.

She places a hand over her mouth to not laugh at what just occurred. "I thought you could sense that with your...Peter tingle."

"I have been begging everyone for years to stop calling it my Peter tingle." Peter states, annoyed how five years (minus five years of death) since it's been named that and it's still a thing.

"So, what's up?" Ava wonders. "You can dodge bullets and Symbiotes, but not bananas? Did I find your kryptonite?"

"No, I just...I really need this vacation. I need a break from monsters, doppelgängers, bullets, Symbiotes, and anything to do with this life." Peter tells her.

Ava knows he lost more than she did with everything and that's why she suggested he comes along on this trip.

Some relaxing time away from all the responsibilities.

"You know, you should still pack your suit. I have a tingle about it." Ava mocks before leaving.

"Please stop saying tingle." Peter begs of her.

He looks to the iron suit container and closes his closet and his suitcase, not packing it.

-

Now everyone is boarding the plane as Peter, Ned and Betty are sitting on the left window side of the plane.

"Yo, Parker." Flash call's out who grew a beard and mustache after coming back and is holding a drink. "This is called an airplane. It's like the buses you're used to, except it flies over poor neighborhoods instead of driving through them."

Ava and MJ look at him and decide to have some fun.

"Ma'am?" Ava calls for the flight attendant.

"He blipped, so technically, he's 16, not 21." MJ says and she takes the drink from Flash.

"She's lying. I don't even know this girl." Flash says as he leaves.

MJ and Ava smile at each other and take a seat when Brad Davis walks past Peter and Ned.

"Did you know Brad was coming?" Peter asks Ned.

Ned nods his head, having no idea. "It's so weird. Like, one day, he's that kid who cried and got nosebleeds all the time, and suddenly, we Blip back, and he's totally ripped and super nice and all these girls are after him."

"Well, not all the girls." Peter defends knowing Ava is disgusted by the guy.

After a while, the plane takes off and Peter enjoys his time on a plane that wasn't on its way to a mission or life threatening experience.

Ava and MJ were talking as the teachers talk how he thought his wife died during the Blip and it turns out she just left.

Peter scrolls through the movies and finds a documentary about the snap, finding Wakanda, even one called _Hunting HYDRA_ that was based around finding people who had anything to do with the organization.

Yeah, that's gonna be fun. Unless you're the agents fighting and risking your life on them.

He finds one by dr. Eric Selvig who Peter remembers from the whole Thor incident years ago.

And then there was one about the life of Tony Stark.

Giving up on going anywhere without seeing his face, Peter decides to go to sleep and catch some Z's while he can.

That turned out to be a big mistake because he had the same occurring nightmare he's been having.

The red skies, everything turning into dust, and the sequence of seeing a white canary, red and orange lightning, and a spray painted bat symbol. Followed by the dead planet and the guy gloating over killing the universe and calling himself the Anti-Monitor.

Giving up on sleep, Peter goes to the bathroom and they run into some turbulence, but Peter's used to it. Living on a plane for months comes with some perks and disadvantages.

He throws some water in his face in order to wake himself up and walks out to see MJ and moves out of the way for her to get past.

-

Finally arriving at Venice, Peter wishes his mind would stop thinking about the dream as he's as tired as ever.

But what he sees next confused him as he sees Betty and Ned talking and flirting by the look of it.

"What was that?" Peter asks.

"Well, we got talking on the plane and it turns out, we have a lot in common. So we're boyfriend and girlfriend now." Ned tells him.

Peter looks completely confused at what his friend just told him. "I was asleep for maybe an hour. Whatever happened to being an American bachelor in Europe?"

"Peter, those were the words of a boy. And that boy met a woman. A strong and powerful woman. And now the boy is a man." Ned says and Peter is still confused as they make their way through security and he gets pulled to the side.

Confused, Peter wonder what he was pulled aside for and they open his suitcase and sees his Spider-Man suit with a message from Coulson saying he should keep it with him.

Luckily, it was just because of the banana that was why he was pulled aside and he meets back up with his class.

-

They take a boat to their hotel as Peter and MJ sneak glances at each other and Ava is just loving this and wonders how long this can go on for.

While they were talking on the plane, Ava had the guess that MJ liked Peter the same way he liked her. But she doesn't wanna tell Peter and just see if his plan works.

They make it to the hotel and see it's covered in water everywhere.

"This place is sinking." Flash comments.

"I think you mean charming." Mr. Harrington corrects him.

"Okay, everyone, drop your bags off. We're gonna wet at the da Vinci museum at 3, let's go!" Mr. Dell tells them.

"!Váminos!" Mr. Harrington says.

"It's adiamo." MJ corrects him.

"When in Rome, we do as Roman's do. When in Venice, your socks get wet." Dell jokes.

-

While everyone was sight seeing, Peter found a store and remembers the Italian he learnt and asked if they have a Black Dahlia necklace.

Having what he needs, he heads out with his purchase where he runs into MJ.

"Boh." MJ greets him.

"What?" Peter asks, not catching what she said.

"Boh. It's the most perfect word in the world. The Italians created it, and I just discovered it." MJ replies.

"Oh, right. It means a million things." Peter understands, now knowing what she said. He learned French, Italian, Russian, Latin, and more over the years with S.H.I.E.L.D.

"Exactly. Like, I don't know. Get out of my face. I don't know and get out of my face." MJ lists it's meaning. "It's the best thing they ever created, except maybe espresso."

"Oh, so you've been drinking espresso?" Peter asks when a man with roses comes up and asks if they would like to buy and Peter spoke Italian to explain who they were when MJ interrupted.

"Boh." MJ says and he walks off. "Boh is my new superpower. It's like the anti aloha. I was born to say this word." She states and notices the bag holding the necklace. "What's in the bag?"

Peter quickly thinks for a minute and decides to go with... "Boh."

"Nice." MJ comments as they go down to the river and see a bunch of crabs leaving.

Peter watch curiously, wondering why they're leaving when he sees something in the water and the water is being sucked down the drains.

Confused, Peter looks at his hand and his spider senses aren't going off.

Something in the water then explodes, sending Betty and Ned's boat crashing into the building near them.

"You guys okay?" Peter asks as he helps them get out of the boat and Ava finds them.

"What's that?" Ava asks and they look to see a giant human being form in the water.

"I have absolutely no idea." Peter admits.

"What are we gonna do?" Ned asks the two.

"I left my suit in the hotel room." Peter tells them.

"Why?" Ned questions in fear.

"Because this was supposed to be my vacation, Ned. Everyone's gonna see my face. Get them to safety, Ava." Peter says and everyone runs as the water monster starts smashing boats and buildings before trying to smach Peter and he takes refuge behind a wall.

Quickly clearing his head, he activates his web shooters and he needs to see if this is real or not so he sends a web at it, and it gets hit by water.

Seeing more people are in danger, he hardcores across the water onto the bridge and helps evacuate people as he gets hit and gets wet.

The next thing he sees is the water monster gets hit by green beams as someone new comes flying in and Peter is confused to who this man is and sees an mask he could use.

The new guy is flying around and is fighting off the water monster when he gets thrown across the riverbed.

The water monster starts creating giant water fists across the bay and the new guy rises back up and flies near Peter whole shooting the beams from his hands.

"Excuse me, sir." Peter calls for his attention. "I can help. Let me help. I'm strong, and...sticky." He informs the new guy.

"I need to lead it away form the canal." He says and starts to do exactly that and Peter follows and keeps people safe and stops the buildings from crumbling.

On the rout, he passes the rest of the school and they run into the bell tower.

"Oh, come on." Peter complains and swings up and webs the bell tower to keep it from falling.

He watches as he and the water monster fight when they miss each other and hit the bell tower and it begins to crumble.

Peter webs the two nearest buildings and keeps his footing when they slam into it and the bell slams into Peter.

The webbing pulls him down and Peter gets his grip again, just so he can slam into the bell once more.

He webs the end of the tower and keeps it up as the two new players keep fighting.

"Who is that guy?" One of their classmates ask.

"I don't know, but he's kicking that water's ass." Brad says and Ava just realizes how crazy yet sane that sentence was in their lives.

The new guy traps the water monster using green portals and splits him in two, causing him to disappear.

Peter drops the bell tower as safely as he could and sees the necklace is okay before the new guy salutes him before taking the sky leaving them with one question.

Who is this guy?


	81. Mysterio

The class returned to the hotel to figure out what just occurred and are all went straight to their phones and computers.

"It's aliens. It just has to be." Ned says as he's searching everything.

"Meh, not necessarily. I know a guy who's half machine, another who shot fire from his hands...and that was only week one." Ava says to him hoping nobody was listening in.

"BuzzFeed says there's a sailor, Morris Bench, Who was exposed to an experimental underwater generator and got hydro powers." Flash says reading from his phone.

"Yeah, you should definitely believe everything on the internet." MJ says sarcastically while sitting on the stairs.

"Spider-Man could take him." Flash states.

"What do you think it is?" Harrington asks Dell.

"Being a man of science...witches." Dell answers.

Peter was on the phone with Coulson who was currently at the _Lighthouse _a new S.H.I.E.L.D. base since after everyone came back from the dead and they came back from the crazy future, the last base went abandoned and was beyond repair by the time they returned.

"No, no. We wanna stay," Peter tells Coulson.

"_It's a good thing I packed your suit. Looks like you needed it._" Coulson says and Peter decides to leave out the annoyance he has over that bit. "_So, who was that new guy? Was it that sorcerer from the battlefield?_"

"Dr. Strange." Peter informs him. "And, no, he was a new guy. You know anything about this?"

"_No, can't say that I have_." Coulson replies as he looks over their recent missions and they have nothing. "_So, how's the plan going? Fitz-Simmons have been badgering me to find out._"

Peter looks over at Brad who smugly smiles at Peter. "A few setbacks, that's for sure."

"_Look, don't overthink it. Trust your instincts, you'll be fine_." Coulson promises.

"Last time I trusted my instincts, it took her asking the girl I like out for me." Peter reminds him. "Love you, uncle C. See ya." He then hangs up.

"Who is that guy?" Betty asks as the news plays footage on the new guy.

"He's like Iron Man and Thor rolled into one." Brad replies.

"He's all right. He's no Spider-Man." Flash states.

"What is it with you and Spider-Man?" MJ asks.

"What? He's just awesome, okay?" Flash tells her. "He protects the neighborhood, and he's inspiring. He inspires me to be a better person." That's when Peter rejoined them. "Sup, dickwad? Thought you drowned."

Peter and Ava exchange looks and knows Flash is gonna eat his words if he ever learns the truth.

"Sounds like his name's Mysterio." Brad says, lisneting to the news.

"L'uomo del misterio' is Italian for _man of mystery_." MJ tells him. "They don't know who he is.

"Mysterio." Ned repeats.

"Cool name." He and Betty say at the same time and Ava is seriously confused to what's happening, but it's adorable to say nonetheless.

"So how much of that did you actually see?" Peter asks MJ, wondering if she spotted him or not. With her, it's hard to tell what she knows or not.

"Not much, I was running." MJ tells him.

"Right. Me too. I was also running...away." Peter says, not knowing where he was going with this. "So Paris tomorrow. Go to the Eiffel Tower. Should be great."

"I read it was secretly built as a mind control antenna to create an army of the insane." MJ informs him and Peter is wondering why she would know that. "Which is why it's my favorite destination on the whole trip."

Okay, yeah, the others do have a point. MJ is a bit scary, but that's one of the reasons Peter likes her.

-

"What are you gonna do about the water monster?" Ned asks Peter as they go to their hotel room.

"Nothing. It's dead." Peter tells him as he enters the room with a Toothbrush in hand. "Besides, that Mysterio guy's all over it. Look, I just wanna spend some time with MJ. We were talking about Paris and...I really think she likes me."

"That's nice. Reminds me when Betty and I first fell in love." Ned says as Peter goes to brush his teeth. "I had just finished my fruit cobbler, and..." suddenly, a dart gets lodged into Ned's neck as he falls onto the bed unconscious.

Peter quickly turns and aims his Icer he keeps on him for self defense at the intruder...but he wasn't expecting the intruder to be his former bos slash uncle.

Nick Fury.

"You have become a very difficult person to contact, Agent S." Fury says holding the dart gun in Ned's direction and Peter lowers his Icer.

"Director Fury." Peter greets almost like his body was on autopilot getting into his Agent S, Agent of S.H.I.E.L.D. mindset.

When ignoring Nick Fury, it's easy to be normal. When Nick Fury finds you, you messed up and do anything to keep him calm. Because, like the Hulk, you won't like Fury when he's angry. Or even just ticked off.

"And you shot Ned." Peter says, getting back into his Peter Parker, normal kid mindset.

"Just a mild tranquilizer. He'll be all right." Fury assures him. "So good to see you after all these years. You're looking well. You know, I saw you at the funeral, but I didn't think that was the best time to catch up."

"No, that would've been inappropriate." Peter agrees.

"That's what I just said. The important thing is you're here. I tried to bring you here, but you avoided me, and now you're here. What a coincidence." Fury says.

"Wait, was this a coincidence?" Peter asks, knowing Fury would probably use his resources to stage this whole trip only to get him here.

"I used to know everything. Then I come back five years later, now I know nothing. No intel, no team. And now my best agent turned high school kid is dodging my calls." Fury recaps and Peter hears the anger in his calm voice. "Here's what I do know. A Crisis is here, and you're needed to stop it." He says while placing a disk on the table in the room and a hologram of the earth appears.

"A week ago, a village in Mexico was wiped out by a cyclone. Witnesses say that cyclone had a face." Nick says when Ned starts snoring. "Three days later, a similar event in Morocco. A village was-"

A knock comes from the door and Harrington comes into view and Nick gets ready to shoot him. "Just making the rounds. See if anyone needs any counseling after the events today." He explains.

"No, we're fine." Peter tells him.

"Great, because I'm not qualified...oh, he's asleep. I'm not qualified to do it. Good night." Harrington says as he closes their door.

"My teacher. Sorry." Peter apologizes. "You were saying?"

Nick then lowers his dart gun and gets back on the subject. "A village was destroyed by What May well be another world threatening-"

"Babe, you still awake?" Betty asks. "You're not answering any of my texts."

"He's asleep, Betty." Peter tells her.

"Oh, already? Okay." Betty says.

Nick is starting to get frustrated now. "That's why it's imperative-"

"Hey, boys." Dell calls in with a knock. "So that canal water today was filled with dangerous bacteria."

"Another person touches that door, you and I are gonna attend another funeral." Nick warns Peter and he has no idea if he's joking or not. He picks up the device and stands up. "Suit up and get Agent T."

-

The three are on a boat dressed in their suits with Nick after Peter explained the situation to her. At least, what he got of it.

"Stark left these for you, Parker." Nick says and holds up a glasses case.

Peter opens it and sees a pair of sunglasses similar to what Tony always wore.

"_Uneasy lies the head that wears the crown._" Nick says to him. "Stark said you wouldn't get that because it's not a _Star Wars_ reference."

Nick then leads them to a secret underground base of operations.

"And you two can loose your masks. Everyone here has seen you two without them, and you would only be breathing through them for no good reason." Nick tells them and Peter takes his off and Ava retracts hers and they walk through the room. "You already know Maria Hill." He says nodding to her.

"Hey, Maria. It's been a while." Peter says casually.

"And there's Dimitri." Nick says looking to a new guy they haven't met. "And this is mr. Beck." He tells them and they see...

"Mysterio?" The two both ask.

"What?" Beck asks.

"Nothing. It's what our friends have been calling you." Peter explains.

"Well, you can call me Quentin." He tells them and shakes their hands. "You handled yourself well out there today, and I a, familiar with both of your works. We could use someone like you on my world."

"Your world?" Ava asks.

"Mr. Beck is from earth, just not yours." Nick explains.

"There are multiple realities. This is Earth-616. I'm from Earth-833." Beck tells them.

"Wait, you're from the multiverse?" Ava asks and looks to Peter.

"And you've been to enough to number them?" Peter asks. "I mean, I've traveled through at least maybe nine different realities while fighting my enemy, Green Goblin."

"Well, can't say I've seen you on mine." Beck says and Peter possibly just didn't go to his world.

When fighting Norman, he traveled to random worlds, at random times, and at random places. He skipped a few worlds, didn't go to some worlds, and some just didn't have Spider-Men or Spider-Women.

"Anyway..." Maria gets them to the topic.

A hologram appears and shows a black hole. "They were born in stable orbits within black holes. Creatures formed from the primary elements: Fire, water, air, earth. The Science Division had a technical name. We just called them Elementals." Beck says.

"Versions of them exist across our mythology." Maria says and pulls up some photos of the myths.

"Turns out the myths are real." Beck adds.

"Like Thor." Peter says. "He was a myth, and then I spent a week in the desert trying to lift his hammer."

"These myths are threats." Nick informs him.

"They first materialized on my Earth many years ago. We mobilized and fought them, but with each battle, they grew, got stronger. I was part of the last Batavian left trying to stop them. All we did was delay the inevitable." Beck says as the hologram earth gets consumed and destroyed.

"The Elementals are here now, attacking the same coordinators. Our satellites confirm it." Maria tells them, nodding to the monitors.

"So thank mr. Beck for destroying the other three." Nick says. "There's only one left. Fire."

"The strongest of them all. The one that destroyed my earth. The one that took my family." Beck says and they notice the wedding ring on his hand.

"I'm sorry." Peter tells him.

"It will be in Prague in approximately 48 hours." Maria continues.

"We have one mission; kill it. And you two are coming with us." Nick tells them.

"Wait, Prague?" Peter asks. "Director, this is serious superhero stuff. And I'm just the friendly neighborhood Spider-Man."

"Bitch. Please. You've fought Osborn, a lunatic with super solder serum, killed him, saved multiple Spider-People, and have been to space." Nick reminds him.

"Okay, the Norman thing, for the record, he killed himself." Peter corrects as he had nothing to do with his death. He didn't stop it, but he also didn't cause it. "And the space thing was an accident. I mean, there's gotta be someone else you can use. What about Thor?"

"Off world." Nick informs him.

"Dr. Strange?" Ava asks.

"Unavailable." Maria informs them.

"Captain Marvel." Peter wonders.

"Don't invoke her name." Nick warns them.

"Fury, I really wanna help. But if I'm seen like this in Europe after the Washington monument incident, our class will learn my identity, and then its game over." Peter tells him, wishing he could help. "All my lives, Peter Parker's, Spider-Man's, Agent S', they all come crashing down and the whole world will learn who I am."

Fury just stares and they wait for him to explode. "Okay. I understand." He assures them.

Peter and Ava are now completely confused and wait to see if he's gonna do a punchline or something. He is not known for understanding.

"Why don't we get you back before your teachers miss you and become suspicious." Fury says. "Dimitri. Take them back to the hotel, please."

"Thank you for understanding, sir. And good luck." Peter says as they start leaving and wonder if dying helped Fury ease up on his attitude.

"See ya, kids." Beck bids them farewell.

The two leave and are just seriously wondering...when did Fury become nice?


	82. The return of Agent S

They were returned to the hotel before anyone noticed anything, and the next morning the class was all packed up ready to leave for Paris and Peter went to check on Ned.

"Hey, man, you sure you're good?" Peter asks his friend.

"Dude, I'm fine. Don't worry. Seriously, getting tranq'd in the neck by Nick Fury, probably the coolest thing to ever happen to me." Ned admits and they do their handshake.

"I'm just happy we're not going to Prague." Peter says when mr. Harrington exits the hotel.

"Good news. We're going to Prague." Harrington tells them and now Peter is confused. "Tour company called. They upgraded us. You should've heard me on the phone with them. I really gave them hell."

"All I heard was crying." Mr. Dell says as Harrington leads them to a bus, and they see Dimitri is their driver.

"Look at our upgraded ride." Harrington says as Peter and Ava only two who know what's happening.

"Guys, what's happening?" Ned asks Ava and Peter.

"Our old boss has now officially hijacked our summer vacation." Peter informs him.

"Awesome." Ned says as he heads to the bus with them right behind him.

-

Later on the road, Peter decided to search if there are any places in Prague that he can give the necklace to MJ and goes with the Charles Bridge.

Seeing he has some time, he looks at the glasses Tony left and sees a note.

"_For the next Tony Stark, I trust you. Say EDITH._" Peter reads and the glasses start to glow.

"Stand by for retinal and biometric scan." The glasses say. "Rental and biometric scan accepted."

"Hello?" Peter asks.

"Hello, Peter. I am EDITH, Tony Stark's augmented reality security defense system." The glasses introduce themselves.

"So he made you for me?" Peter wonders.

"No, but you have access to all of Tony's protocols. Would you like to see what I can do?" EDITH asks.

"Sure." Peter agrees, seeing he has time.

"EDITH stands for; _Even Dead, I'm The Hero_. Tony loved his acronyms." EDITH says and Peter laughs at that.

"Yeah, he did." Peter agrees while laughing at the acronym.

"I have access to the entire Stark global security network, including multiple defense satellites, as well as back doors to all major telecommunication networks." EDITH says and shows everyone's texts and messages as mr. Dell is searching the history of witchcraft.

"Woah." Peter says as he looks around and sees Brad, Flash Ava and MJ's phones. It would seem Flash hasn't heard from his parents, Brad has the same idea as Peter and Ava's phone is encrypted. Peter quickly moves so he doesn't see anything else, fleeing like he's violating privacy with this. But by doing that, he accidentally looks towards Ned and Betty.

'Miss you' - Ned.

'Miss you more.' - Betty.

Peter is seriously confused by that text, but is happy for his friend nonetheless.

-

The bus comes to a stop near a rest stop and everyone gets off.

"Petrol and toilet. Ten minutes." Dimitri tells them and everyone starts to look around and when Peter gets off, Dimitri stops him and nods him to a closed bar.

Peter goes inside and sees an agent. "Hey there." He greets.

"Close the door." She tells him and Peter does so and walks up to him.

"What's this about?" Peter wonders.

"You told Fury Spider-Man couldn't be seen in Europe. So he had some of us get this from storage." She explains and holds out an all too familiar outfit to him.

Peter looks at what she's holding and is shocked at what it is. "Is...is that..?" He doesn't even know what to say and picks up the suit and caresses the fabric of the suit that's eerie familiar to him.

It's his first suit. Agent S' suit. And his backup one that Ava turned into her Agent T suit.

"Thanks." He tells the woman when the door opens and Brad comes in and Peter jumps to make sure he didn't spot the suit.

"Sorry, I thought this was the bathroom." Brad says confused to what he's seeing. But seeing it can be taken anyway he wants, it being Peter in a dark room with an adult, he takes a picture on his phone and starts leaving and she pulls out a gun.

"Don't shoot him!" Peter warns her and grabs his suit before leaving to stop him. "Brad, that was not what it looks like."

"Look, Peter, I'm not here to judge your life choices, dude. If you wanna hook up with some random European chick during a school trip. That's on you." Brad states.

"How did that look anything like that?" Peter asks him.

"I can't pretend I didn't see what I saw. I know you're trying to get with MJ, it's obvious. But I like her too." Brad says and that was obvious to Peter. "She deserves the truth." He says and walks off and bumps into Ava as she approaches Peter.

"What's up?" Ava asks.

"I may have lost any chance at getting with MJ thanks to Fury." Peter catches her up and she smiles while taking a bite out of the chocolate she bought.

"I don't think so." Ava says before holding up Brad's phone she swapped with her own when she ran into him.

Peter looks at the phone and smiles at how well she did that. "I have taught you well. But how do you plan on getting that back to him without him knowing?"

"Leave that to me." Ava tells him.

-

Later, Brad tries searching through his photos and it's gone thanks to Peter using EDITH to delete any evidence that it existed and Ava slipped it back in his pocket and got her's back when they were boarding the bus.

"This is so weird. It was right here on my phone." Brad tells MJ.

"Yeah. Weird." MJ says, not believing him but looks to Peter who's still wearing the EDITH glasses and was looking at them and hides and sighs in relief, knowing they did it.

-

They make it to Prague and to a classy hotel.

"Everyone get settled in, rest up. Because tonight, big surprise, is Prague's annual carnival of lights." Harrington says when Peter's phone goes off and he leaves the group to answer it.

"_Parker, it's Hill. There's an earpiece with your guys' suits. Put it on and await further instructions._" Maria tells Peter.

"Copy that." Peter says and hangs up for Ava to approach him.

"Okay, what's the plan?" Ava asks.

"Our suits have earpieces. We put them on and wait instructions later." Peter recaps.

"Why can't we go a week without a new threat, new monster, or just about anything?" Ava wonders.

"Well, it's the life we signed up for." Peter reminds her and looks to their class. "But they didn't sign up for this."

"Yeah, Fury isn't ahead on putting their lives in danger. But you know he wouldn't just let them die." Ava replies knowing Peter's now worried for the class.

Peter was talking to Nick and Beck about what they're going to do and Ava learned they have their own rooms making it easier to sneak away, but she stayed to help with an alibi to where he's gone.

"Parker!" Nick gets Peter's attention. "That thing is going to be here in a few hours. Are we boring you?"

"He's not bored. He's just thinking about how you kidnapped him." Beck defends Peter.

"He had obstacles stopping him from what he does best. I removed them." Nick defends his actions.

"And they still won't evacuate the city." Maria tells them.

"Idiots." Nick sighs. "So what's the plan, Parker?" He asks the kid.

"Me and Agent T will be in the cathedral tower, keeping watch for the fire Elemental." Peter puts a plan together. "Once it shows up, I will radio you. Then mr. Beck, Ava and I-"

"My name's Mysterio." Beck tells him, liking the name they gave him.

"That's when Mysterio, Ava, and I will move in." Peter tells Nick.

"Peter, listen to me. The best hope we have, the only hope, is to stop it here now. No matter the cost." Beck warns Peter. "Maneuver it away from civilians if you can, but most important, keep it away from metal. If it gets too big, title be able to draw power from the Earth's core. After that, there's no way to stop it."

Peter looks between Beck and Nick and is just annoyed by their actions. "Listen, my friends are here, and I can't help but think we're putting them in danger."

"You're worried about us hurting your friends?" Nick asks him and walks up to him. "Stark gave you a multibillion dollar A.R. tactical intelligence system, and the first thing you do with it is pull pranks on your friends. It's clear to me that you've spent so much time away from your usual Agent S business, you are no longer that agent that could do everything and anything in a millisecond." He states and that comment hurts.

Peter knows he's not who he used to be, because back then he never saw things from the normal point of view. He never saw how people felt when monsters and aliens come because he was on the safe zones and was able to stop them.

Leaving Agent S behind helped him become more human.

Maybe he became so human he's no longer Agent S.

Maybe he's not ready to be brought back into this.


	83. Fire elemental

Peter was sitting outside thinking of what Nick said about him not being his best agent anymore when Mysterio flies up to him.

"Fury wanted me to check on you. He felt sorry for snapping at you earlier." Beck tells him.

"He said that?" Peter asks, knowing Fury better than that.

"You do have sarcasm on this earth, right?" Beck jokes and Peter laughs. "How you feeling?"

"I didn't think I was gonna have to save the world this summer. I have been dealing with some things. Old friends, new friends, loosing friends and family. Some whack job wearing my uncle's face...I just wanted to be Peter Parker for a while longer. I've been Fury's perfect soldier for fifteen years and I wanted to experience normalcy. And I had this plan with this girl I really like...now it's ruined. And I know that makes me sound like a jerk, but I had everything with S.H.I.E.L.D. and I wasn't happy. I barely have anything, and I couldn't be happier." Peter explains and sighs in exhaustion of this life.

Beck takes a seat next to Peter and removes his helmet. "You're not a jerk for wanting a normal life, kid. I've been told what you've been through. I know it's a hard path. You see things. You do things. Make choices. People look up to you. And even when you win a battle, sometimes they die. I like you, Peter. You're a good kid. There's a part of me that wants me to tell you, just...turn around, run away from all this. Then there's another part of me that knows what we're about to fight, and what's at stake and I'm glad you're here."

"Me too." Peter admits.

"But you're worried about your friends."

"It just always feels like I'm putting them in danger." Peter admits. "When I first showed up, it was a cover to stop Norman Osborn. And I lost some friends then. I don't want to repeat that."

"Well, just get them inside and keep them in a safe place for just a few hours. They'll be all right." Beck offers.

"It's really nice to have somebody to talk to about superhero stuff who's been where I've been." Peter says.

"Anytime. And, hey, we survive this, you'll have all summer to get the girl." Beck promises and Peter smiles.

"See you out there." Peter says and grabs his suit bag before dropping to the ground and pulls out the EDITH glasses. "EDITH? Listen, I need something to keep my friends inside for the next few hours."

-

"Good news. We're going to the opera!" Harrington tells the class who's all ready to go to the festival and are all confused.

"Don't look at me." Mr. Dell tells them.

"What happened to the carnival?" MJ wonders and looks towards the Coulson kids who are avoiding eye contact.

"This is upgraded living, guys. Come on, the tour company just gave us these tickets for free! Do you know how much opera tickets cost?" Harrington asks them.

"No." Flash confesses. "Because none of us have ever wanted to go to the opera, ever."

Ned looks to Ava and Peter who he sees nodding their heads, meaning this is how they plan to keep them safe. "Uh, well, I think this is gonna be culturally enriching for us."

"Thank you, Ned." Harrington says. "Everyone, this is gonna be, maybe, the best four hours of our whole trip."

"Four hours?" They all ask.

"Guys, I think this is gonna be really fun." Ned says, trying to stay calm.

-

They're on their way to the opera house and Ava made an excuse saying she ate something bad on their way and needed to sleep it off.

Peter went with everyone to sneak away like he always does.

"I bet now you're all happy I had you pack a nice outfit." Harrington says as they make their way through the festival to the opera house.

"Yeah, because we'd much rather go to a four hour opera instead the biggest party in the world." Flash says sarcastically.

"Again, don't look at me." Mr. Dell tells them.

"_Parker, you copy? Comm check, one, two._" Hill's voice enters Peter's ear as he stands next to MJ and ahead of Brad.

They enter the opera house and see its basically empty.

"Hey, we beat the rush." Harrington says happily.

"Yeah. The rush out." Mr. Dell jokes.

"Lucky for us, we got the best seats in the house." Harrington says as they head to the seats.

Brad offers to hold a seat for MJ and she doesn't seem very interested and Peter takes it as an opportunity to at least talk to her before running off to save the day. Again.

"You look really pretty." Peter compliments her.

"And therefore I have value?" MJ asks.

"What? No. No, that's not what I meant. I was just-"

"I'm messing with you." MJ assures him with a smile. "Thank you. You look...pretty too."

"Thank you." Peter replies and they hear Betty and Ned talking about the opera glasses.

"Want to go in on a pair?" MJ asks.

"You mean, you wanna sit next to each other?" Peter asks.

"_Parker, you in position?_" Nick asks at the worst timing.

"No." Peter tells Nick and MJ thought he was talking to her.

"Okay..."

"_Why the hell not?" _Nick asks and Peter covers the comm to talk to MJ.

"No, you don't wanna sit next to me? Or no, you don't want the glasses?" MJ asks.

"I didn't mean that. If you go ahead, I'll get the glasses." Peter promises, wishing he could just stay with them. Even as something as lame as the opera would be great if he was able to be with MJ.

"I'll save you a seat next to me." MJ promises, acting a bit nervous.

"Awesome." Peter replies and she smiles before leaving and he uncovers the comm. "no, I'm going." He says and runs into Ned. "Hey, could you tell MJ I caught Ava's sickness or something?"

"Okay, be careful. And whatever you do, please steer the monster away from the opera house." Ned begs of him.

"I know. Okay." Peter says and he starts leaving and turns back and sees Brad give him the finger.

Peter seriously wants to beat this guy...but he's got a mission.

As he leaves, MJ notices it and follows him out.

Betty watches her leave and follows her and Ned is dragged along.

-

Peter is at the cathedral tower and is back in his Agent S suit where he sees Agent T on the other side of the festival.

"All right. We're in position. As soon as we see anything, we'll let you know." Peter tells them.

"_How's the suit?_" Nick asks.

"It's nice. Feels great to be back in the old saddle." Peter admits while scratching. "I mean, it's a tight around the old web shooter if you know what I'm saying."

"_Parker!_" Nick shouts.

"Okay, I'll shut up." Peter promises.

They wait a minute and while that's happening, MJ is looking around the festival to see where Peter ran off to. Betty and Ned just got on the Ferris wheel when they start getting warnings it's approaching.

MJ was by a statue when it started to leak lava and everyone starts running as the fire Elemental comes out and roars.

"He's here!" Peter tells them. "Beck, Ava, you ready? You guys know what to do."

"On it." Ava says as she leaps in.

"On your lead, Agent S." Beck says as he flies in.

The Fire elemental starts crushing everything and absorbing the meal when Mysterio flies in and starts using his powers.

"You're up, kids." Beck says and Ava uses her grapple gun to wrap up a wodden post and throws it at the fire elemental as Peter swings in with the same idea as he can't absorb anything not metal.

Beck blasts him with a beam and Ava kicks a fire hydrant off, causing smoke to fill the air.

Betty and Ned see the two of them in their S.H.I.E.L.D. suits and wonder who they are.

"Do you think that's Spider-Man?" Betty asks.

"No, no. They're a European knockoffs of him and White Tiger. I was reading about them the other night." Ned quickly lies.

The fire elemental goes to slam Peter into the wall when he leaps off and lands on the carousel. The fire elemental crashes into it and starts absbring it.

"Warning; fire elemental has the carousel. He's getting bigger!" Ava says to them as he starts to absorb the carousel.

"Quick, what's their names? Their names?" Betty asks Ned.

Ned quickly tries to think of something and goes with the first thing that came to mind. "Night Monkey and Black Cat."

"Seriously?" Betty asks.

"Yeah." Ned says, going with it.

"Night Monkey! Black Cat!" Betty calls out and Ned joins in.

"What?" Peter asks as they turn and see them on the Ferris wheel.

"Are they talking to us?" Ava asks.

"I think so." Peter guesses when the fire monster grows larger as he finishes absorbing the carousel.

Peter and Ava shoot their webs and grapple at it only for them to burn up before hitting him.

"It was worth the shot." Ava says as Beck flies in and shields them before the fire monster could kill them.

"On to plan B?" Beck asks them.

"I forget, what's Plan B?" Ava asks.

"We gotta hit him with something he can't absorb." Peter tells her.

"I'll go left, S goes right, T you go backwards. Now!" Beck says and they all break off and the fire monster chases Peter while blowing fire at him.

Peter leaps up and runs up the wall before backflipping and webbed some rubble and swings over a lightpost to kick it at him.

"Okay, shoot him!" Ava tells beck who flies in and blasts the rubble, injuring it.

"That hurt him. Keep it coming." Beck tells them as he blasts the ground to give them more rubble.

Peter webs and pulls it at the fire elemental as Ava picks some up and throws it and Beck blasts them.

"Team, keep your distance. We can't let him get near the Ferris wheel." Beck says as they try their best when he slams into the ground and causes the team to fall and the Ferris wheel starts to fall.

Beck flies in and stops him frown absorbing it and Peter goes to web the Ferris wheel when he webs something else.

"What's that?" Peter wonders when he pulls on it and something goes flying.

MJ was hiding and watching the action from a distance when something flies past her.

Peter and Ava leap up and use their gadgets to keep the Ferris wheel up as Beck continues to fight the fire elemental.

Beck sends a big blast to the elemental and its hurting him. The fire elemental walks backwards into some construction steel and starts absorbing it.

"No, no, no." Beck mumbles as he starts blasting it stronger and he's gotten too big. Beck sees there's only one course of action left as he turns to the others and removes his mask. "Whatever happens...I'm glad we met."

"Beck, what are you doing?" Peter asks.

Beck looks at the fire Elemental, determined before closing his mask up. "What I should have done last time." He says and starts absorbing all his energy and flies into the fire elemental before he starts to turn green and explode.

Green ashes float around and Peter spots beck and leaps to see if he's okay.

"Beck?" Peter asks as he turns to face him and sees he's breathing. "Oh, thank god." He sighs and helps him back on his feet.

Nick and fury find them and see it's finished.

"So, it's over?" Ava asks.

"That was the last of them." Beck assures.

"But not the last threat we'll ever face." Nick says. "We need to stay vigilant. There's a void in this world for someone like you. Hill and I are going to Europol headquarters in Berlin tomorrow. You should join us."

Beck stands up to shake his hand. "Thank you. I just might take you up on that." He says as Nick faces Peter who raised his eye sockets.

Nick then walks up to Peter with a sad look. "You've got gifts, Parker. I've known that about you ever since day one. But you didn't want to be here."

"Sir, I-"

"I'd love to have you in Berlin too. But you go decide whether you're going to step up or not. Agent S was my best agent. Never second guessed himself. Always ready to do anything to save the day. Stark made you an Avenger because he saw something. I need whatever he saw. The world needs that. Maybe everyone was wrong about you after all." Nick says and now Peter just can't take it.

"You know what, Nick? I've been your perfect agent for most of my life, because it's the only life I've ever known. Did you ever think maybe I just wanted to be normal?! I just want to be myself, but I'm always forced back into these situations because of you! Everyone else has been able moved on, why not me?!" Peter finally exploded and let all his anger out, and then immediately regrets it.

Maria, Ava, even Beck were all shocked at his words as they've never seen Peter explode like that. Especially to Nick.

Nick on the other hand, doesn't say anything or even show any facial expression. "Fine."

"What?" Peter asks, not understanding what's fine.

"You wanna move on, so be it." Nick shrugs and starts walking away with Hill as Peter doesn't know what to say as Beck walks up and pats him on the shoulder.

"Let's get a drink." Beck says and walks off.

"I'm not 21." Peter tells him after getting over the shock of his own words.


	84. What do you want

Peter and Beck were now at a bar while he was drinking a beer and Peter was drinking lemonade. Well, more like, holding it since he hasn't drank it.

"Hey, you should celebrate. You did good tonight." Beck tells him.

"Yeah." Peter says, but he doesn't have the stomach to celebrate after what he said to Nick. "I shouldn't have said those things."

"It looked like you meant it." Beck replies.

"I did, but...you know, Nick took me in and kept me safe all these years, and taught me to defend myself. I owe a lot to him. To everyone really." Peter tells him.

"Do you?" Beck wonders.

"Yeah. I mean, Nick, Coulson, Natasha, Clint, Hill...they all wanted me to be better than them. Fury just wants me to live up to that." Peter replies.

"What do you want, Peter?" Beck asks him.

"What do you mean?" Peter wonders while facing him.

"What do you want? What do you, Peter Parker, want? Not Agent S." Beck asks. "I know you're thinking about it."

"I wanna go on my trip, okay? I wanna go on my trip with my friends. And go to the top of the Eiffel Tower with the girl who I really like and tell her how I feel...and give her a kiss." Peter says and Beck smiles at that. "Shut up, man."

Beck laughs at him and gets on topic. "But you're not gonna do that, aren't you?"

"No, I'm not. I can't." Peter admits.

"Why not?" Beck asks.

"Because I have too much responsibility. As Peter Parker, Spider-Man, and as Agent S. My last girlfriend...she died because of my lives. No matter what, I can't be normal. Can't have a normal life. That's why I wanted to take this trip." Peter admits.

"Maybe you should just try to forget the superhero stuff, forget your responsibility for the summer. Maybe you should look out for Peter Parker." Beck offers and Peter knows he's always going to be in a dangerous situation and he needs to tell MJ how he feels.

"You know what. You're right." Peter says as he gets up and grabs his bag. "Tony would've liked you."

"Where you headed now?" Beck wonders.

"I'm gonna go find MJ. Spider-Man and Agent S aren't going to control my life." Peter states.

"Good luck, kid." Beck wishes him. "I'll give you a fifty-fifty chance. You're pretty awkward." Beck jokes.

"See you later, man." Peter says as he leaves. "And welcome to the Avengers."

"Thanks." Beck says as he leaves. Once he's gone, Beck looks mad as now his plan failed to get the EDITH glasses from Peter. "We have a problem." He tells the remaining members in the bar, being his team.

-

Peter returns to the hotel and finds Ned who hugged him.

"It's fine. I'm fine. Hey, I'm done with the mission." Peter tells him.

"Dude, the trips over." Ned informs him.

"What?" Peter asks.

"There's monsters appearing everywhere we go. Of course our parents want us home." Ned says when Harrington and Dell come past talking about their flights home.

"We came for science, we're leaving because of witches. Welcome to the new Dark Ages." Mr. Dell says as he passes them.

"We're going home in the morning." Ned explains.

"But the Elementals are gone." Peter says when is called away by Betty.

"Hey, guess you heard." Ava states as she approaches him.

"Yeah." Peter says and sees he lost his chance when Flash asks them to keep it down and MJ opens her door.

"Hey." She greets Peter.

"Hey." Peter replies.

"Where were you?" MJ asks.

"I got lost." Peter lies.

"We were worried about you." MJ informs him. "Good thing you're back."

"Yeah." Peter says.

"So much for Paris, huh?" MJ jokes.

"It would've been fun." Peter says as she goes back in he room. "You look ni-" her door closes cutting him off.

Peter mentally smacks himself and looks to Ava who's nodding her head towards the door, telling him to go for it while he has the chance.

Peter waves for her to stop and sighs before walking up to the door, working up the courage to and before he could knock, MJ reopens her door.

"Hey. Um...I'm not ready for this trip to be over yet. And I kinda wanna do something fun that's not on the itinerary or planned or with Ned, Ava, or mr. Harrington." Peter tells her.

"Yes." MJ agrees.

"Yes, like you wanna go?" Peter asks, making sure he heard her right.

"Yes," MJ confirms.

"Okay. Awesome. I'll see you outside in ten minutes." Peter tells her.

"Meet me outside in five minutes." MJ replies and closes her door to get ready to go.

As he passes Ava, she raises her hand and they high five as he goes to get ready and Ava goes to get ready for bed for the night.

Peter watches the news waiting for MJ and they're talking about his recent battle with the fire monster and now they're calling him and Ava Night Monkey and Black Cat.

The elevator dings and Peter sees MJ ready to leave.

"Hey."

"Hey." They both great the other.

"So where do you wanna go?" Peter asks.

"Who cares?" MJ says.

"Awesome. Let's go." Peter says as the two smile at the other and try to avoid eye contact with the other to not give it away.

-

They make it to the Charles Bridge where Peter plans on giving her the black dahlia necklace.

"This is nice. I'm glad we're doing this." Peter says as they cross the bridge.

"Me too." MJ agrees.

"To see the city a little bit."

"You know, they used to execute people on this bridge. They would like put them in a basket and drown them in the water." MJ informs him and Peter is wondering why she would know that. But again, that's part of her that he likes. The strangely timed facts that others find creepy, Peter just loves.

They keep walking and slightly caress hands and quickly remove their hands from the other.

"So there's this thing I've been wanting to talk to you about for a while." Peter tells her and MJ stops and faces him.

"Yeah?"

"It's our last night in Europe, and I had this plan that I wanted to tell you. I'm...I-I'm gonna tell you." He promises and pulls out the container holding the dahlia. "MJ, I..."

"Am Spider-Man." MJ finishes and Peter looks at her completely shocked.

"What?" He asks.

"That's what you were gonna say. That you were Spider-Man." MJ guesses and Peter is both surprised and not surprised she figured it out.

"No. I'm not." Peter tries lying.

"I mean, I've been watching you for a while now. It's kinda obvious. And I'm guessing that Ava must be White Tiger." MJ says and Peter is seriously considering what to say now.

One things for sure, Coulson was right. She would make a great agent.

"I'm not Spider-Man. What would make you think I was Spider-Man?" Peter wonders.

"Peter, when you first came to our school, New York got attacked by a psycho millionaire with a glider and someone similar to Spider-Man appears. Then you show back up in New York and Spider-Man isn't too far behind. Then there's Washington. The fact you disappeared out of nowhere for no reason." MJ lists the evidence.

"No, I was sick. Remember? I-I had-the tummy?" Peter stutters.

"You know Ellie Phimister thinks you're an male escort." MJ informs him.

"What? Of course I'm not a male escort." Peter states.

"Then you're Spider-Man." MJ replies.

"No, I'm not." Peter promises.

"What about tonight? You and Ava disappeared and fought that thing. I saw you guys." MJ says.

"You can't have seen me, because I'm not Spider-Man. And on the news, it was the Night Monkey and Black Cat." Peter says.

"Night Monkey and Black Cat?"

"That's what it said on the news...and the news never lies." Peter lies as she reached into her backpack and pulls out something with webbing on it.

"Do Night Monkey and Spider-Man use the same webs?" MJ asks.

"Maybe he's a spider monkey." Peter lies and then wonders something. "Were you only watching me because you thought I was Spider-Man?" He wonders, all the times he thought she was just looking at him because she might like him.

MJ looks down at her shoes so not to look him in the eye. "Yeah. Why else would I be watching you?" She asks, lying to him.

"I just thought-" Peter was explaining when the thing she's carrying starts to glitch out and a giant black cloud comes in with a face and waves a cloud hand before vanishing. "What the hell was that?!"

"I don't know." MJ says as she looks around to where it came from and went. She looks down at the device as it's glitching and Peter picks it up. "What is it, some kind of projector?"

"Yeah, but it's more advanced than one." Peter says searching the device and sees a logo for... "This is Stark technology."

"Does that mean...?"

"The Elementals are fake?" Peter finishes, confused to how that's possible. "That doesn't make sense because we were there. There was fire, destruction. But who would do that?"

The projection starts again and they see a new figure comes in fighting the monster.

"Mysterio?" MJ asks and Peter quickly pulls out the EDITH glasses.

"EDITH, I need you to a search on the name Quentin Beck." Peter asks of her.

"Who's EDITH?" MJ asks him.

"Quentin Beck; former Stark employee who was let go after becoming unstable." EDITH tells Peter and he sees he worked on some researched for weaponized drones and he turns to MJ.

"I am Spider-Man, and Ava is White Tiger. And we're in trouble." Peter tells MJ.

"Wait. You're b-being serious right now? You're not joking you're 100% serious? 'Cause it's not funny." MJ admits, shocked that he confessed.

"No, I'm not joking." Peter replies.

"Because I was-I was only like 67% sure. So...why are you here? Why are you even at our school? Is Ava really your adopted sister or is that a cover story?" MJ wonders.

"MJ, look, I know you got a lot of questions, but we need to get out of here, okay?" Peter tells her knowing they need to get somewhere safe.

"Okay. Okay. I can't believe I figured it out." MJ says as they race back to the hotel and Peter looks over everything on Beck.

-

Peter closes the curtains to his room to make sure Beck can't listen in.

"I can't believe I trusted Beck so blindly just because he said he was from the multiverse. You're loosing your edge, Peter." Peter tells himself. "He's probably sending a drone after us now."

"Wait, drones?" MJ asks.

"Yeah. It appears Beck has someone from Stark industries who created weaponized drones, that must be how he's doing the Elementals." Peter explains as he shuts down all their technology in the room so he can't see them. "I have to call Fury, tell him Beck's a fraud...but he might've tapped my phone."

"Okay, so what's the plan?" MJ asks him.

Peter gets an idea and goes to his suit. "I need to get back into Agent S, and I need to go to Berlin in person to tell him." He explains and starts changing when he sees MJ is still looking at him.

MJ looks at his chest and sees the two bullet wounds that came from when he was shot by Ian Quinn, the scar left by Green Goblin, and the dozens of others he collected over the years in S.H.I.E.L.D.

MJ realizes she was staring and looks away as Peter changes. As he does, MJ sneaks a small peak when they look at the doorway and see Ned and Ava.

"Oh, Ava, Ned, perfect." Peter says as he's dressed fully in his suit and raises his eye sockets.

"The costume looks great...for the costume party." Ned says.

"She knows everything, guys. I told her." Peter assures them.

"He didn't tell me. I figured it out." MJ tells them.

"I'm not surprised." Ava mumbles. "So what's up?"

"Mysterio, he's a fraud. He's an ex-Stark employee who faked the Elementals, everything was illusion tech." Peter explains.

"Whoa. That's crazy." Ned says.

"Ava, I need you to call Coulson, tell him to call mr. Harrington, make up some excuse for me to be off the trip." Peter tells Ava the plan.

"Copy that." Ava salutes.

"Wow, you guys lie with such ease." MJ jokes.

"It's the first thing S.H.I.E.L.D.'s greatest Agent teaches you." Ava says, nodding to Peter.

"Their greatest Agent?" MJ asks Peter.

"Again, I'll explain everything later." Peter promises and holds the EDITH glasses in his hands and wonders who should hold them. "I'll keep the glasses with me. I have a feeling it's what Beck was after. So if I come searching for them, you know it's not me. And if you come asking for them-"

"You'll be able to tell it's not us using the glasses, or just because we asked." Ava finishes, understanding.

"It'll take at least a few hours to get to Berlin from here, so I'll make contact at 0800. If you don't hear from me, expect the worse." Peter tells them.

"Understood." Ava says.

Peter starts making his way to the window when MJ passes him the projector.

"Don't tell anyone about this. Anyone who knows is in danger. Agent Ayala, keep them safe." Peter tells them before leaping out the window and makes his way to Berlin.

-

Peter takes the train from the roof and hopes he makes it in time and when he lands in Berlin, a car drives up and the window rolls down to show Nick.

"Get in." Nick tells him and Peter does exactly that and they drive off.

Peter pulls off his mask to talk to him. "Fury..."

"You've got a lot of explaining to do." Nick tells him.

"No, no, listen.." Peter tries saying when he raises a finger to him.

"Wait until we're secure." Nick says and Peter relaxes for a minute.

"Listen, about what I said in Prague, I..I didn't mean it." Peter tries apologizing. "Well, I did, but I'm grateful for everything you've done for me."

"Nice to know you appreciate it." Nick says before nodding to his seatbelt.

Peter realizes he forgot to put it on and when he tries to, he snapped it off.

They make it to the Berlin headquarters and go to a room where Hill is waiting for them.

"So, is there anything you want to tell us about your girlfriend?" Nick asks him.

"He's talking about EDITH." Maria explains.

"Look, Beck is not who you think he is. He's a liar. Mysterio, the Elementals, everything is fake. He has Stark issued technology known as B.A.R.F., he was fired for being unstable and now took his illusion tech to the next level." Peter reports to them like the old days and passes them the projector. "It's a projector that was pulled off while fighting the fire monster. I think he wanted me to hand him EDITH because all of the Stark tech I have access to with them is almost nothing but these drones. He gets his hands on that, he will be able to do whatever he wants and make whatever he wants."

"So all that death and destruction were caused by Stark drones and projectors?" Nick clarifies.

"Exactly." Peter answers.

"Well, if this is true, Beck is more dangerous than we thought and we need to be smart. Where's EDITH now?" Nick asks when Peter gets an off feeling.

"Peter, what's wrong?" Maria asks.

"He's here." Peter says and closes his eye sockets.

"What?" Nick asks and pulls out his gun as the room starts to deteriorate, revealing an old warehouse and Hill starts to vanish being part of the illusion.

"No, it's just an illusion." Peter says when a shot comes in and hits Nick. "No!" He shouts when he gets shot in his bulletproof suit and sent flying down the flights of stairs and crashes.

"Wow, Peter. Wow. I thought we were close." Beck says and Peter sees his suit held up and the blast didn't hurt him. He looks and sees the drones start to target and circle him. "Fury always had to die, but not you."

Peter tries to web the drones as they go invisible. "Stop hiding, Beck!"

"I tried to help you walk away. Now you're making me do this." Beck says as the drones make the entire warehouse dark and places Peter back into his red and blue Spider-Man suit.

Lights and lockers start falling into place as green mist comes around along with Mysterio. "You said you were just a kid." Beck says and Peter tries to web him, but only mist comes out of his shooters.

Mysterio appears behind him. "You told me you wanted to run after that girl." He says and Peter tries to punch him and ended up hitting a pillar from the real world.

"Help me!" He hears MJ call out and he runs into the only door and sees he's now on top of the Eiffel Tower.

"Peter, what's going on?" MJ asks and Peter sees she's near the edge.

"I know this isn't real!" Peter states.

"Do you?" Beck asks as the moon becomes Mysterio and he grabs MJ around the neck and drops her.

Peter on instinct goes and runs to save her. He leaps only to hit the ground and he hears a bell going off.

He looks around and sees he's inside a bell tower. Not just any bell tower.

The bell tower.

"Spidey?" Gwen's voice calls and Peter sees her. "Where am I?"

"Gwen?" Peter asks.

"I don't think you know what's real, Peter." Beck says when Goblin appears and murders Gwen before everything flashes around him and Peter ends up in front of a building with Queens on it.

Mysterio's fist comes out of it and punches Peter through glass and he starts to get caught by a bunch of webbing.

"You need to wake up!" Beck says and Peter falls on a car in the real world and gets up.

Trying to get a grasp on reality again, the drones fly out of the windows and shards start to grow as they drop to the ground and the sky goes dark once again.

"I mean, look at yourself." Beck says and Peter sees a bunch of reflections of himself when they come alive and start to pile on him.

"You are just a scared little kid in a sweat suit!" Beck states and Peter looks to see he's now in his homemade suit.

Looking around, he sees destroyed statues of Steve, Tony and Natasha.

"I created Mysterio to give the world someone to believe in. I control the truth. Mysterio is the truth." Beck says and flies in and Peter dodges the blast he shoots at him.

He does a few flips and tries to web him and once he gets a hold on him, he pulls only for a construction crane to come falling down. Peter keeps flying as Mysterio crashes into the Captain America fist that comes crashing on Peter.

When the dust clears, Peter sees a gravestone in front of him for Tony Stark.

"Maybe if you were good enough, maybe Tony would still be alive." Beck says when a hand comes out of the grave followed by a zombie Iron Man as he starts to fly with black widows crawl around his face, causing Peter to feel lost in reality and anxiety.

Peter tries shaking himself awake, feeling this is a nightmare when he looks and sees himself in his Agent S suit...but it's nkt him.

"Agent H." Peter realizes as his double tries to attack him, and Peter tries fighting him off.

"How many people died because of you?" Beck questions him and Peter sees flashes of Trip, Coulson, his parents, everyone in his life who died saving him or he tried to save.

"Deep down, you know I'm right." Beck says as Peter runs to get away, only to hit glass and he sees he's now inside a snow globe and New York starts rising from the snow that is actually Beck's helmet.

"You made your choice. And all you had to do was step aside." Beck says as he raises his helmet. "Now, you have-"

A gunshot is heard and Beck drops to the ground, shutting down the illusion.

The shot was sent by one Nick Fury who walks up to Peter who's in the sand of the construction site as more people come driving in and surrounds Beck.

"Fury!" Peter sees as he gets up and feels around to see he still has the glasses and holds onto them.

"Beck's people are trying to find anyone who can expose him. Who'd you tell?" Nick asks him as he takes the glasses from Peter to see if they're damaged or taken.

Peter wonders if he should say who in case this is another illusion, but if it isn't an illusion, what's the point and then his head started to spin.

"I know you told someone, so just tell me. Who else did you tell?!" Nick asks.

"Just Ned, Ava and MJ. Maybe Ned told Betty, but that's it." Peter promises and Nick starts chuckling. "What?"

"You are so gullible. I mean, you're as smart as a whip. Just a...sucker." Beck's voice exits at the last word and reveals Beck was Nick and now he has EDITH. "And now all your friends have to die."

The projection comes back up and Peter walks backwards to avoid getting hit by the random stuff falling.

"It's easy to fool people when they're already fooling themselves." Beck says as Peter tries to avoid the things that don't exist. "For what it's worth, Peter. I am sorry."

The hologram shuts down and Peter sees he's on a train track when a train comes in and slams into him before he could react.

Beck sees his greatest threat is now out of the way and has the glasses, and now has everything he needs.

-

Peter, with all his strength, gets inside the train and drops onto a seat on the train as he's in too much pain and rips off his mask as he thinks he's bruised a rib or a few and closes his eyes.

He failed, and now everyone he loves is in danger.


	85. Back in Black (and red)

Peter later woke up to see he's surrounded by people wearing orange shirts and shorts with red, orange and blue face paint on their faces.

"Hi." One of them greets Peter.

"Where am I?" Peter wonders, remembering the train after Beck stealing EDITH, and that's it.

"Municipal holding facility." Another inmate tells him.

"They said they found you unconscious at the train yard. Very dangerous." The first one says.

"And we gave you the shirt because you seemed a bit cold." The third says.

"Thanks. You are really nice. And speak English Really well." Peter tells them.

"Welcome to the Netherlands." They all say.

"I'm in the Netherlands right now?" Peter asks and quickly stands up only to start limping to get to the door. "Guard?"

"He's on a break. Probably talking to his wife." They explain. "She's pregnant."

Peter sees he doesn't have time for this and breaks off the lock and walks out only to spot the guard wearing his mask. But Peter also feels around and his Icer, S.H.I.E.L.D. badge, and everything else is missing.

Walking into his office, Peter does basically a Vulcan nerve pinch to knock him unconscious and steals his stuff back.

-

He makes it outside and places the shirt they gave him on and starts limping through the farm town and goes to the nearest person.

"Excuse me, sir? Can I borrow your phone?" Peter asks him and the man hands him his phone. "Everyone is so nice here." He says and wonders who he can call who can help and get here.

Finally knowing who to call, he dialed the number and waits for them to pick up.

"Hey, hey...Yeah, I messed up. I need a ride." Peter says and they ask where he is. "Where am I?" He asks the man who's phone he's using.

"It's Broek op Langedijk." He informs Peter and he knows he's not gonna be able to repeat that and asks him to repeat it into the phone.

"Thanks. Did you get that?" Peter asks them, and they did.

Hanging up, Peter walked out into the fields and hears engine roaring and sees the Zephyr as it comes flying in and lands in the field.

The hanger doors open and Melinda steps out and sees Peter limping.

"Peter, you okay?" May asks and starts walking towards him, getting concerned already wondering how he got this far out from Prague. And now he's injured?

"May, is that really you?" Peter asks her, not knowing if this is another illusion or not. Maybe this whole thing is just another illusion.

"Is it me? Of course it's me." May assures him and walks up to him.

"Stop!" Peter warns her and pulls out his Icer just to be on the safe side. "Tell me something only you would know!"

"Only I would know? Okay...what would I know?" May wonders and thinks for a second. "Okay, remember our first few visits to the Hub? Someone hacked into all the databases, made everyone's identities and level clearances become random and the whole place went into lockdown and caused a panic? Nobody learned who it was, but I had a hunch-"

"Okay, okay, it's you." Peter interupts and limps over and hugs her. "I'm so happy to see you."

"Peter, what's going on?" May wonders.

-

Peter filled her in as May was stitching him up and it seems that she and Deke were the only ones aboard the Zephyr at the time Peter called.

Peter flinches in pain as May starts finishing up the stitches.

"Thought you had superpowers." Deke says.

"It still hurts." Peter tells him.

"Almost done here, just relax." May says and it still hurts Peter. "Relax."

"Don't tell me to relax, May!" Peter says as he stands up and slams his hand on the lab table. "How can I relax when I've messed up so bad?! I trusted Beck. And now, he has the only think Stark left for me and he's gonna kill my friends and half of Europe with it now, so please do not tell me to relax!" He states and drops on a chair and collects himself as a few rogue tears go down his face. "I'm sorry, I shouldn't be yelling at you guys...I just really Tony and Nat."

"Yeah, I miss them, too." May says as she and Natasha were friends and she never knew Tony personally, but knew he had a good heart.

"Everywhere I go, all I see is their faces. And the whole world is asking who's gonna be the next big Avenger...and that's not me. I'm not Black Widow. I'm not Iron Man. I don't even belong on the Avengers, everyone earned their spot. I was given mine." Peter says and starts to break down.

May gets an idea and gets up and after a minute, returns with a file in hand from the old S.H.I.E.L.D. days.

Avengers members initiative;

"What's that for?" Peter asks, not seeing why he needs this.

"Open it." May tells him.

"I've read this file front to back, I know everything about it." Peter informs her.

"No, there's one member that was never placed." May says and Peter opens it to see the real first member of the Avengers since Carol Danvers.

Agent S; Peter B. Parker-Coulson

"You weren't given a spot, Peter, you earned it. Just like everyone else on that list. You're one of the bravest and strongest agents this organization has ever had or seen since Peggy Carter. Most agents at this point would have quit, broken down, but you always found a way to get back up. Fury didn't allow you to become a official member because he knew you weren't ready for the responsibility yet." May says and Peter is still hesitant. "Look, you're not Iron Man. You're not Black Widow. You're never going to be them. But what I do know is that neither of them would have done what they did if they didn't know you were going to be here after they we're gone. Now, your friends are in danger, there's a madman with your tech, you have no backup. What is the plan?"

Peter thinks for a minute and starts pulling himself together and stands back up, ready to get back out there. "I'm gonna go kick his ass." He tells them.

"I think she meant right now." Deke interupts them. "Specifically, right now. Because we've just been floating over a flower field for a while."

"Right." Peter says and starts pulling a plan together. "I need the computers." He says and they follow him through the Zephyr to the monitor room and he does a search and finds Flash's streaming.

"_Hello, governor. Cup of tea? I'm gonna be in London soon._" Flash says and they have a location.

"They're in London." Peter tells May.

"Got it." May says and starts to head to the pilot seat.

"Wait, I need a new suit." Peter tells them as he looks over his damaged Agent S uniform.

"Suit?" May asks with a smile and leads him back to the labs and reveals a separate laboratory specifically for Peter. "We were designing the jet and figured you'd want your stuff separate from the other agents." She says and Peter walks in and sees a note from Fitz-Simmons.

_**Welcome back, Agent S**_

Peter smiles at the note and looks at all the computers and the canister in the middle of the room for the suit. He activates everything so he can get started.

"Okay, pull up everything you have on Spider-Man or Agent S." Peter says and the computers pull up several different suits and designs he made over the years along with a few from Stark.

Peter starts working on what he needs and redesigning as May heads to pilot the jet and plays Peter's workout playlist. _Back in Black_ being the first and they fly off.

Peter works on the taser webs knowing that will be help with shutting down the drones so the world will see the truth, May has Deke find everything they can on Beck to release that next to show everyone Mysterio is also a fake.

-

With the class, they just arrived in London and are leaving the train station.

"Okay, the company set up a city tour, and then we'll grab a bite before heading to the airport." Harrington tells the class the plan when Brad just stops.

"Is no one else gonna acknowledge how crazy this is?" Brad asks them.

"I get it. There's been nothing scientific about this science tour at all." Dell agrees.

"No, no. I'm taking about Peter. Has no one noticed how shady he is?" Brad asks. "Because I saw him in the back room of a rest stop with some woman, and he's always sneaking away, like back at the opera, huh? And now he's suddenly off the trip, with his family in Berlin? Is no one else here interested in the truth?"

Everyone starts to understand and Ava was about to say something when MJ beats her to it.

"_The very concept of objective truth is fading out of the world_." MJ quotes.

"George Orwell. Thank you, MJ." Brad thanks.

"Yeah, well, I mean, since Peter can't tell us the truth, what about you, Brad?" Ava asks him. "Why do you think it's okay to take pictures of my brother in the bathroom?" She wonders, loving this.

"Yeah, dude, what's that about?" Flash asks as he's still streaming.

"No, no, no. It wasn't like that. It was-I was trying to-" Brad was defending when Harrington interrupts.

"Let's put all this craziness behind us and have a nice peaceful afternoon. '_Sounds good, mr. Harrington' _said the class. Okay." Harrington says and they all start walking away and Mr. Dell go to Brad.

"I'm gonna be the cool teacher right now. You gotta stop doing that, it is weird. No more photos in the bathroom. Urinal of stalls." Dell tells him as the rest of the class all head onto their own bus being driven by Beck's writer.

-

Ava is starting to get worried just as clouds start to form and the sky darkens as the bus stops on the Tower Bridge.

"Something's up." Ava tells MJ and Ned, seeing she hasn't heard from Peter yet, but he still has half an hour before he makes contact, meaning he's in radio silence for now.

"Well, I'm sure Peter has it handled, right?" Ned says and Ava doesn't know what to say when they hear thunder and see more clouds forming around them.

"That doesn't look good." MJ comments.

"But it's fake, so there's nothing to worry about." Ned says when the wind starts picking up.

"I've got a bad feeling about this." Ava whispers, knowing something is wrong.

-

Fury was at the London headquarters after being told about the new threat that Beck has placed when his phone goes off and he looks to see Deke Shaw.

"_Hey, mr. Fury, it's Deke Shaw._" Deke greets him.

"Who?" Nick asks.

"_Listen, we were going over some things left from the old S.H.I.E.L.D. base. Apparently, there's a illusion kit of yours_." Deke lies.

"What?" Nick asks, confused about what he's talking about.

"_I'm not a magician and you don't seem like one. But as people say_ appearances can be deceiving." Deke tells him, emphasizing the last part.

"It's not mine, and don't ever call this number again." Nick tells him and hangs up before looking to Hill knowing what he was telling them.

_Appearances can be deceiving _is the phrase Nick taught Peter to use whenever he were to find a mole or a spy within S.H.I.E.L.D.

_Illusion kit_ was another obvious keyword; Mysterio is a fraud.

-

Peter is waiting for the suit to finish up as May has the ship piloting itself towards London and Deke meets them in the labs.

"Okay, Eyepatch has the coded message." Deke tells them as May is watching Flash's constant uploads for a location.

"Your friends are at the Tower Bridge. Your guy called it the London Bridge, but it's easy to get them mixed." May tells Peter. "We're gonna go scoop them up, Deke will be on the lookout for any camouflaged drones flying in and shoot them down."

"Okay." Peter says, liking the plan.

"How's the suit coming?" Deke asks, seeing the new red and black design Peter made in memory of both Natasha and Tony.

"Almost done." Peter says and quickly pulls out the black dahlia necklace. "Before I go, if something happens to me, can you give this to MJ?" He asks them and May takes it for him.

"You'll make it back, kid. You'll give it to her yourself." May promises him. "So what's the plan?"

"Okay, I know it's all just illusion tech, like one big hologram. So once I get inside of it, I can take it down and find the real Quentin, then he's just a guy and I will be able to take EDITH back and shut the rest of the drones down." Peter tells them.

"Yeah, but you were hit into a train last time." Deke reminds him.

"True. But I'll have my sixth sense this time. Hopefully." Peter tells them.

"Your Peter tingle?" May asks.

"One of these days, you're gonna stop calling it that." Peter promises with an eye roll.

"Okay, we'll go save your friends, you get the Peter tingle back online." May says and Peter watches as his suit is finishing up.

"One more thing, it's time for operation High Dive again." Peter tells her and May understands.

-

Back on the bus, lightning starts to strike around them and Harrington sees the driver is gone.

"What did the bus driver say?" Dell asks him.

"He's gone." Harrington says and everyone's confused. "It's okay. Mr. Dell and I have it under control." He peomises them.

"No, no. Don't drag me into this." Dell warns him.

"I'm doing my best, Julius!" Harrington says when something rises from the water.

"The witches are back!" Dell yells as they all run off the bus as the water starts to come down and water pulls the cars off the bridge.

The class runs for it as the storm turns into the cloud monster they had a preview of in the one projector.

"It's not real! It's not real!" Ned keeps yelling as Flash is still recording it and Ava pushes him with them.

"It looks real to me!" MJ shouts as they see the size of the hologram monster.

"Earth, wind, fire, water. Oh, no. They joined forces like the _Power Rangers_." Dell says.

"You're thinking of Voltron." Harrington corrects him.

"Hey, look, its Mysterio!" Brad cheers as they see him flying in and blasting the monster and everyone cheers.

"Wait, if Mysterio knows we know..." MJ looks to Ava.

"We gotta get out of here." Ava says and they run and Flash follows after them.

"This is for my family!" Mysterio shouts as he keeps fighting the giant Elemental. "You should get somewhere safe, Fury. I don't see this ending well."

Nick is watching the fight without a care, knowing it's fake now.

"I appreciate your concern, but I never leave my men behind." Nick says, wanting to see how this plays out now.

-

Peter is hanging off the side of the Zephyr and they're heading towards the creature.

"You sure that's not real, Peter?" May asks as she sees the size of the storm.

"Yeah, it's just a hundred time bigger now because of EDITH's drones." Peter tells her. "We just need to get high enough so Beck doesn't see me coming."

"_Copy that, Spider-Man_." May says and raises them up to pull off operation High Dive.

"And May, one more thing." Peter tells her.

"_What is it_?" May asks.

"After this is over, we need to have a serious conversation about you and Coulson." Peter says before dropping and activates a parachute to slow him down as he makes his way towards the monster, leaving May worried about that conversation.

-

"Beck, report." Fury asks Mysterio.

"_It's all the Elementals. They somehow merged into something else...something more powerful. It's drawing every from the Earth's core._" Beck says and Nick looks like he's crazy and turns to Maria.

"See, now that's some bullshit." Nick says and Maria agrees when she spots something falling.

"Is that...?" She asks and Nick looks and they both see Spider-Man dropping in.

"Be ready for anything." Nick tells Hill and she goes to be prepared as they both smile seeing their greatest Agent is back in action.


	86. No more smoke and mirrors

Peter continues to fall from the sky and activates his gliding wings and makes his way towards the monster and flies inside before landing on a drone.

"Whoa. This is pretty awesome." Peter admits, looking around before getting to work, swinging around and webbing the drones to all interconnect.

-

"William, I've got drones breaking formation." Beck says from the bridge and sees something wrong with the projecton.

"_Maybe they hit a flock of birds. You're fine_." William promises.

"Give me control, I wanna see." Beck says and watches as the drones are getting webbed by Spider-Man.

"_Do you see anything?_" William asks.

"Yeah." Beck replies, getting annoyed by how many times he has to kill this kid. "And I'm gonna kill him."

-

Peter swings around and finishes webbing them and drops as he activates the taser webs and the illusion starts coming apart to reveal what it truly is, drones, smoke and mirrors.

A drone appears in front of fury ready to kill him.

"You got me?" Nick asks and Maria is on the roof and shoots a missile at the drone.

"I got you." Maria confirms, destroying the drone.

Peter looks and sees Beck on the bridge. "I see you." He says and leaps through the drones to stop him when a drone flies by and smacks him down onto the bridge.

He quickly gets up and sees at least everyone will see the truth.

-

"_The monster was full of drones! It's crazy!_" Flash screams as he runs with Ava, Ned, and MJ as Deke gives their location for May.

"I've got you." May says and they land the Zephyr so they can pick them up.

Beck looks out the window and sees the plane. "Who the hell is this?"

Inside, Deke gets a lock on some nearby drones and blows them out of the sky using the plane's weapon system as May goes to find them.

"Ava!" May shouts through the crowd and Ava spots her.

"May!" Ava shouts and the others all stop in front of her.

"I've gotta get you all out of here! Get on the Zephyr." May tells them.

"Wait, who are you?" MJ asks.

"I work with Spider-Man." May explains, quickly, unsure who knows Peter's secret or not.

"You work for Spider-Man?!" Flash asks, excited.

"I'm working _with_ Spider-Man, not _for_ Spider-Man." May corrects him. "Now, get in the jet." She says and pushes them to the jet.

-

Peter is running from the drones and sees explosions.

"May, you okay?" Peter asks.

"_We're fine, they're safe. Just stop Beck._" May tells him.

Suddenly, all the drones start coming at him and he runs across the bridge before swinging around the bridge and webs a few of them down and knocks them into one another.

-

May and the others all get on the Zephyr and close the doors before preparing to take off when the drones short circuit the plane, keeping it on the ground.

"Don't worry. The walls are eight feet thick. It'll take him time to get through." May promises when a laser starts drilling through the plane.

"Is it time to worry now?" Deke asks.

-

Peter leaps and hides behind a taxi as bullets rain down on him.

"Guys, say something. Let me know you're alive!" Peter begs as he sees millions of explosions keeping him from Beck.

"_We're here. We bought you some time, but not much._" May tells him.

"I'm trying to get to Beck, but I can't shake these drones." Peter says as he webs the taxi before raising him and it into the air and uses the car to destroy several dozen drones at once and makes his way to the roof.

Once there, more drones shoot fire at him and Peter runs to the edge and leaps, luckily only his suit caught fire.

Peter swings and avoids the missiles and creates a web net to destroy the drones and swings over the river to put out the flames.

More drones come by and Peter grabs one of them. "Going up!"

He webs the drone and swings around, connecting dozens of the drones and as he swings over the bridge and makes another web net before swinging underneath it and using a web to pull all the drones down, destroying them and flipping in the air and landing on his feet and hand.

Once he landed, he gets hit by a sonic blast and sent into the river.

Peter starts getting back out and sees he's restarting the illusion. He gets back up on the bridge and sees he's out of web fluid and he sees a damaged drone is sending a sonic blast up towards where Beck is.

Testing it out, he tosses a stuffed animal and it goes flying before getting shot down by the drones instantly.

-

"Are we gonna die?" Ned asks as the lasers are cutting through the Zephyr.

"Nobody dies on my watch." May promises and raises one of the weapons to take them down if they get through.

Sonic blasts come in and start blasting the doors.

"I wasted my life playing video games, and we're gonna die!" Ned says as the blasts keep coming.

"I have a fake ID, and I've never even used it." Betty tells them as another blast attacks the doors.

"I only post stupid videos daily for people to like me." Flash confesses.

"Hey, if it weren't for those videos, Spider-Man would've never found you." May tells him.

"Spider-Man...Spider-Man follows me?" Flash asks and starts to cheer up. "I saved us, guys."

"If you saved us, then why are we about to die?!" MJ asks and they all complain as another blast comes in like T-Rex footsteps. "I'm sorry, okay? I'm just obsessed with telling the truth even if it hurts other people's feelings." She says as another blast comes.

"I'm in love with Daisy Johnson." Deke confesses as everyone just freezes and look at him since everyone knows who Quake is, including May and Ava who look even more grossed out by that news. "What? We're sharing, right?"

-

Peter tears apart one of the drones and finds its explosive core and ties it to a belt from one of the cars and grabs the sign for the bridge to use as a shield.

Harnessing his inner Captain America, he swings the bomb and uses the shield for the bullets before throwing the core and it explodes, giving him an opening as he leaps on the sonic drone and goes flying to makes it to Beck and punches him, causing the drones to stop.

"Your lies are over, Beck." Peter tells him.

"This certainly isn't ideal, but I have contingencies." Beck replies when Peter gets blasted down the hall by a drone as Beck has two more helping him.

"Just give me the glasses." Peter says, as he gets back up, seriously sick of these things.

"You want these?" Beck asks while holding the glasses. "Come get them." He says as more drones fly in and create the illusion of an empty hallway with green mist.

Peter calms himself down and focuses on his powers while closes his eyes. "Come on, Peter tingle." He says as he charges ahead and leaps off the walls, ceiling and tears through the drones and uses them against the other.

Beck sees he's in trouble and is confused to why the other drones aren't firing. "Why aren't these drones firing?" He asks EDITH.

"You're in the strike zone." EDITH tells him. "The chance of getting hit-"

"No, fire all the drones, NOW!" Beck commands and all them start firing at Peter and he dodges the bullets as the illusion comes crashing down and he works through the drones and one butter hits Beck.

Peter finishes the drones and rips off his mask as he approaches the injured Beck.

"You lied to me." Peter states. "I shouldn't have trusted you so blindly."

"I know." Beck agrees. "That's the most...d-disappointing part. You're a good person, Peter. Such a weakness for the _greatest Agent_." He mocks then pulls out the glasses. "Stark was right. You do deserve them."

Peter holds his hand out and stops the real Beck from shooting and sees that Beck was hiding behind another illusion.

"You Have no more smoke and mirrors to hide behind." Peter states as he punches Beck, rendering him unconscious as he takes back the glasses. "EDITH, turn off the drones."

"Welcome back, Peter. Shall I execute all cancellation protocols?" EDITH asks him.

"Yes, shut them all down, now." Peter tells her and all the drones fly off. "Thank you."

-

Near the bridge, the members of his crew are trying to make their escapes and are met by a dozen S.H.I.E.L.D. agents waiting for them.

May opens the doors to the Zephyr and see the drones are gone and MJ runs off.

"Wait, were you going?" Deke asks as she runs off.

-

Peter watches on the street of the bridge as Fury and Hill take Beck and his men away, knowing they're all gonna answer for everything now.

He starts walking away while limping and sees the destruction when he sees MJ approaching him.

"MJ." Peter says as she runs up and hugs him.

"Hey, are you okay?" MJ asks him.

"I'm okay. Are you okay?" Peter asks.

"Yeah. Everyone's okay." MJ assures him.

"What happened?" Peter asks.

"We were in this plane, and the drones were following and suddenly stopped. Was that you? Did you get him?" MJ wonders, when she notices the government vehicles driving off on the other side of the bridge.

"Yeah, he's going somewhere he'll never be seen again." Peter promises as they break apart.

"Well, I came in case you needed some help." MJ admits and reaches into her pocket. "And there was this really crazy looking guy with this Asian woman on the plane. Think they work for you or something." Peter looks confused when he realizes she's referring to May and Deke. "They gave me this." She says and pulls out the necklace that was broken during the attack on the plane.

"Oh, no. MJ, I'm so sorry. I had this plan. Stupid plan. And I wrote it all down, I was gonna buy you this give it to you at the top of the-" Peter was explaining when MJ suddenly kisses him. "And you kissed me. What?" He wonders, now not knowing what to say or do.

"I don't really have much luck when it comes to getting close to people. So...I lied. I wasn't just watching you because I thought you were Spider-Man." MJ confesses and now Peter seriously doesn't know what to say. "It's a black dahlia, like..."

"The murderer." They both finish.

"Sorry it's broken." Peter apologizes.

"I actually like it better broken." MJ admits and smiles at him.

"I really like you." Peter tells her.

"I really like you, too." MJ says and the two just peck each other on the lips a few times and separate. "I should probably get back to the class."

"I'll go and...I don't know." Peter admits.

The two walk in separate directions and Peter does a quick skip and a jump as he leaves as happy as can be.

-

May watched everything from the waterfront and gave Coulson a report on what happened when Fury and Hill approach him after dropping Beck off with the proper authorities to lock him up.

"I'm glad you're alive. Can't stand for you to die twice." May jokes. "Glad to see the coded message worked."

"Only because I had serious doubts about Beck from the beginning." Nick tells her.

"Actually, he had zero doubts." Maria corrects him with a smug smile.

Nick looks to her before back to May. "Where's Parker?" He asks.

"He's with a girl right now." May says while pointing her thumb to the bridge.

"I need to speak with him." Nick tells her.

"He'll call you." May promises.

"He'll...?" Nick asks and looks to Maria before laughing. "Okay. Great. He better, or it's Coulson's ass. And tell him to never ghost me again." He warns her and leaves.

-

"You can't hold me in here forever! I will escape!" Beck promises as he screams at them from inside his cell in the Raft.

"Yeah, keep telling yourself that, Magic Man." Mack says as Fitz closes up his cell.

"Without his tech and illusions, he has no powers, no way out. And he is being charged with destroying half of Europe, lying to federal agents, planning to assassinate said agents and assets, that being Spider-Man." Fitz lists the top of his crimes.

"Meaning he's not gonna get away with what he's done." Daisy clarifies as they leave.

-

Back in New York, everyone returns as Peter and MJ leave the airport hand in hand.

"Are you sure no one else has figured it out?" Peter asks her.

"Yeah, it's not like anybody really pays attention to you." MJ admits.

"Ouch." Peter replies to that.

"Except for me." MJ corrects herself with a small smile.

"Aw thanks." Peter says.

"Don't be late." MJ warns him as she leaves him.

"I won't." Peter promises as he leaves. "See you later."

"You guys are adorable." Ava states as she approaches her brother.

"Thanks, Ava." Peter thanks and Ava filled him in on Ned and Betty already broke up.

The two leave the airport and find Coulson waiting for them with Lola.

"Coulson." Peter calls out and Coulson runs to them and hugs them happy they're okay after everything.

"Oh, I'm so glad you're both okay." Coulson says. "Let's go."

As they walk up to Lola, Peter pulls out the glasses. "Hey, weird question; what do you guys think?" He asks them.

"A little obvious, don't you think?" Coulson wonders.

"They were Tony's, so..." Peter says.

"You'll grow into them." Ava promises as they get in Lola.

-

"I kept my identity pretty guarded for most of my life. I faced a lot of deception, lies and tricks. And I'm tired of them all. So it's time for the truth to be out there. Are you two dating?" Peter asks May and Coulson in their living room.

"Kind of." Coulson guesses.

"Not exactly." May replies.

"It's sorta summer fling." Coulson says.

"That evolves and grows."

"We don't know where it's going."

Peter now realizes he started something as they start to direct the comments to each other and not necessarily him and he looks at the time.

"I'm gonna go. Because I have a date." Peter tells them as they keep arguing and Peter takes his mask before leaving to catch up to MJ.

-

Earth-1

Down in the sewers, Sarge has finally found the doorway to find the Monitor.

"For so many years, I've traveled across the worlds, across the multiverse to do one thing. To kill you, and now here I stand...ready to end it." Sarge tells the doorway.

"_Submit and begin your life anew._" A voice says.

"Show me." Sarge tells him.

"_The knowledge is within you._"

Sarge sees numerals appear on the doorway and he begins to activate the doorway.

It opens and he's consumed by a blinding light.

-

Earth-616

Peter swings through New York and sends a swinging pic to MJ on his way and glides through the once Avengers tower now Baxter building to where MJ is and he swings in.

"Hey, sorry I'm late." Peter apologizes.

"It's fine." MJ assures him.

"You ready?" Peter asks her and she is. "You're gonna love this." He promises.

Later, the two are swinging in the air and MJ is screaming in fear as she's getting swung around and Peter lets go and they free fall and MJ let's out an ear piercing scream.

-

Nick and Hill were driving in Berlin and are both thinking the same thing.

"You got to tell him." Hill tells Nick.

"The kid handled it. I say it went well." Nick defends.

"You dragged Peter into what you thought was a world ending event that ended up being a madman with technology." Hill recaps everything he did recently.

"Come on, Hill, how was I supposed to know that the whole thing was fake?" Nick asks her and Hill scoffs. "It was all convincing, and he showed up talking about some world ending event right when we were told to be prepared for a world ending event. The performances, the illusion, the costume. Who puts that much effort into a scam?"

"The Mandarin." Hill reminds him. "That doesn't matter when you didn't tell him about the Fifth Dimensional being that saw him defend the multiverse wants him to help save the multiverse."

"He said not to tell him." Nick reminds her.

Suddenly, the car in front of them comes to a stop.

"Hey!" Hill shouts when the skies start to darken as Fury and Hill lean over the dashboard and see what's happening.

"Now this is an Avengers level threat." Hill comments.

"_Now_ it's beginning." Nick agrees...and now it's too late to tell Peter.

The Crisis is here.


	87. The Crisis has arrived

"Okay. You can put me down now! You can put me down now!" MJ pleads to Peter and he swings her down to the ground.

"You okay?" Peter asks and MJ let's go of him with her hair a mess.

"Whoo! Yeah. I'm okay. Let's just...never doing that again, ever. I have no idea how Gwen stomached it." MJ says.

"Okay, I should probably get out of here." Peter says when suddenly his senses go off and the two look, along with everyone else, look around as the skies start to go blood red and lightning flashes around the city, and Peter remembers this from his dream. Marking the end of the world.

"what's...happening?" Peter asks when a flash of white blinds the two and suddenly a woman with short dark hair combed to the side of her head appears and is wearing a blue and white outfit with her arms stretched out.

"Peter Parker?" She asks looking to Peter. "I need you to come with me."

"Why do you need him?" MJ asks.

"And who are you?" Peter wonders.

"I'm Harbinger." She tells Peter. "And he's needed to stop the crisis." She explains to MJ.

"What Crisis?" Peter asks when a figure steps out from behind Harbinger and reveals Madame Web.

"The Crisis of Infinite Earths." Madame Web tells him and Peter remembers the Anti-Monitor talking about destroying other worlds.

Peter looks to MJ and knows that if he doesn't do this, his entire world could die.

Sarge was right. It's the end of everything.

"What do you need me to do?" Peter asks, ready to defend his world.

-

_Coming soon_

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CRISIS ON INFINITE WHAT IF'S

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	88. Warning

This is What If Universe with an important message for readers.

I regret to report that all the Spiderverse stories are on hold, and with the shadow of a new story rising to take their place.

The Crisis Of Infinite What If's the final chapter of the Spiderverse has come.

Worlds will live.

Worlds will burn.

But one things for sure.

Their universes will never be the same.


	89. Read Crisis

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This is a warning to all readers who don't know about it.

The Crisis is its own separate story, so the next update will have spoilers for what happened _after_ Crisis.

So if you wanna keep up, search for CRISIS ON INFINITE WHAT IF'S - the final chapter of the Spiderverse.

The next chapter of the actual story will be posted soon.

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	90. Run home

Airport

Coulson pulled up to the airport once again with Lola and they jumped out, but Coulson has had a huge smile on his face the entire ride home, making them nervous.

The last thing Peter wants after saving the multiverse is for anymore surprises.

Madame Web did show up and gave Fury, Clint and Hill the memories of the Crisis though, so they know what he did.

"What's going on?" Peter finally asks Coulson.

"That's pretty hard to explain, Pete." Coulson says as they head inside.

Ava moved forward, "What is it?"

"It's not our...story to tell," Coulson said as he lead them to their apartment.

Peter's forehead creased, "Story?"

They enter their home and see everyone is there.

Daisy, Deke, Kamala, Laura, May, MJ, Ned, and everyone, but they all had the same smile on their faces.

Peter's breath hitched when he saw the impossible.

The door of Peter's room opened, and standing there, more alive than she'd ever been before...

...was Natasha Romanoff.

She let out a shaky laugh, and her defences collapsed, as soon as her eyes fell on Peter. She charged through the apartment, trying not the slip as she chanted Peter's name under her breath, like a mantra. She crashed into his open arms and threw herself around him.

Peter weakened at the knees and melted into her grasp, burying his face in her jacket, as he sobbed. Natasha pressed a kiss to his cheek and whispered in his ear, but those words were only for them, and them alone.

"How..?" Ava asked, but her question keeps going unanswered.

Peter smelled her scent, and not realizing it opened his eyes, only one person ever smelled like that. He looks and felt his breath catch seeing her small sad smile.

"Nat…Please be real, please don't be a dream. God, please don't be a dream." Peter beged softly desperately as his hand hesitantly reached out to touch her face and Natasha could see how much it's shaking.

Natasha gently takes his hand and places it on her cheek. "I'm real, ребенок паук, I'm here."

Peter started crying in earnest as he moves quickly to wrap his arms around her again. She knowing he would brace herself as best as possible. She wrapped her arms around him rocking and whispering reassurances while rubbing her hand up and down his back. She can't make out the words because he has his face buried in her neck. "Shh I'm here, I'm sorry. I'm here."

Ava then raises her hand this time. "Hi. Logic police, how are you alive?"

As if on que, Madame web stepped out of the kitchen with tea in her hands. "It's an everlasting exchange." she sang as he tapped the side of her cup, "A soul, for a soul. At least, now it is. Since you reset reality."

"Wait, so him saving the universe saved Natasha?" Kamala asks.

"Well, think of it like a thank you. Everyone in all their realities got something in exchange for their work. The Iron-Spider got his best friend back, Spider-Man got his life back, you Agent S got your family back." Madame Web explains.

"That about clears it up." Daisy comments, sarcastically.

"What is she talking about?" Natasha asks.

Madame Web taps Natasha's head and fills her in on the Crisis that occurred.

Natasha starts to wrap her head around what she was just filled in on when the tv went off.

"There's an attempting prison break." Simmons tells them.

"Team, let's head out." Peter tells his Young Avengers along with Daisy and they quickly make their way, leaving everyone else.

-

The group made it to see them trying to escape Ryker's.

Kamala and Ava start trying to cool down the fires, Daisy and Laura get the prisoners back in their cells, Peter goes to make sure nobody escapes around the place.

The guards get cornered when Kamala grew her fists and swiped them away.

Ava leaps and takes down three men at once as Daisy takes down a group with her powers.

Peter makes it to the back and makes sure everyone stays inside.

"Something doesn't feel right." Peter says when his senses go off and a part of the building explodes, sends Peter flying and he sees several people. "Oh no."

"It's been a long time, Spider-Man." Goblin says as he glides down. "Our common enemy."

"Yeah, that's me. Who are all of you?" Peter asks.

Sandman - Earth-1 Spider-Man's enemy.

Scorpion - Earth-23 Spider-Gwen's enemy that he had a run in with.

Kraven - the same hunter Peter and Ava fought...seven years ago, if you're adding the five blimp years.

Venom - the one villain with no personal attachment to any of the three Spider-Man's he's met, or any of the other Spider-Man's and women.

Then the last of the five...

Green Goblin - the man that seems to constantly return, even after you kill him. He was murdered by his own glider in a final attempt to kill Peter. But he was later revived by the Monitor to play his role in saving the universe from the Crisis.

"So you survived the Crisis, Norman. And you brought friends." Peter quips.

"We were about to tear this city apart looking for you, but now you're here." Norman tells him.

"Well, I missed you boys. It's been a while since I had a real challenge." Peter tells them.

"Indeed. But now you're not dealing with us one on one. You're dealing with the Sinister Six!" Norman shouts.

"Sinister Six?" Peter asks and quickly does a recount. "Okay. It's your boy band. But can you skip to the break up and save everyone the torture?" He asks as the enemies come charging at him.

Kraven goes at him with his sphere and Peter dodges it and almost gets impaled by Scorpion's tail.

"Also, why call yourself Sinister Six with only five members?" Peter questions.

"Oh, our last member is tying up some loose ends." Norman says.

-

The rest of the team are watching the fight from the apartment when something doesn't feel right and green fog fills the room.

"What's happening?" Deke asks.

"Mysterio!" May realizes and they all pull out their weapons.

"Where's Web?" Nick asks as they can't see her until they look and see she's unconscious.

"Nick. Hill. You're both looking well." Beck's voice fills the apartment.

"We gotta get out of here." Coulson says when a drone becomes visible and they shoot it down.

"That's not good enough this time." Beck tells them all and they're surrounded by darknesss.

-

"I'm gonna need a really bright idea." Peter says as he tries to reach the team, but they blocked his comms.

Sandman punches Peter, sending him into the prison.

Kraven was there as Peter tries to run.

"You can run, but you can't hide." Kraven says and throws the sphere and blocks Peter's exit.

Scorpion comes in charging at Peter. "You're demise is inevitable."

Peter starts dodging all his swings and gets away.

"Okay, new rule. Nobody is allowed to say _inevitable_ anymore!" Peter tells them, getting sick of the word.

Peter then gets attacked by Venom who starts smashing Peter into the ground.

"Now, end him!" Norman tells them all when a quake comes in and blasts Venom.

The rest of the team comes in and starts fighting off the Sinister Six.

Laura takes on Scorpion and is able to fight him off easily.

Kamala is able to keep up with the shape shifting Sandman.

Ava, ready for a rematch, goes taking on Kraven again.

Daisy fights off Venom with her quakes.

Peter tries to fight off Norman, ready to end this man once and for all.

-

The team made it out of the apartment complex and is met with a dozen illusions set up by Beck.

"How do we get out of here?" Deke asks.

"Where is everyone?" May asks him, seeing it's only the two of them.

-

Peter leaps into the air and pulls himself at Norman.

"You just don't give up, don't you?" Norman asks.

"I could ask you the same thing." Peter states.

Ava and Kraven face each other once again.

"Have you learned nothing since our last encounter, child?" Kraven asks her.

"Let me show you just how much I've learned." Ava dares him and uses the new vibranium Tiger suit to take him on.

Daisy is getting tackled by Venom and she uses her powers to send the creature flying.

Kamala gets swiped up in Sandman as she's dragged around.

"Help!" Kalama cries.

Kitty stops Kamala by phasing her through Sandman.

The battle keeps going on when Green Goblin sends missiles down upon them.

The blast knocked Ava, Doreen, and Laura unconscious.

Peter goes on trying to fight off all these people while keeping his now unconscious friends safe.

The more they fight, the more it doesn't feel like they're focused on them.

"It wasn't a question of if we would win, Spider-Man. It was the matter of how easily." Norman tells him. "Let's give him a proper sinister demise."

Sandman punches Peter towards Kraven who cut him with his sphere.

Peter cries out in pain as he drops to the ground and tries to get up when Venom comes in and slams his face constantly into the ground.

Scorpion stabs him in the back, making him limp and Goblin gets ready to kill Peter with the same sphere that killed him.

"Now you have met your demise, Spider-Man. And once we're finished with you, we will go and finish off the rest of the Spider-Men and Women across the multiverse." Goblin tells him and Peter finally puts together that's where he got all these villains. Their the criminals throughout the multiverse's Spider-Man's.

Before Goblin could kill Peter, Daisy was able to get up and sends a shockwave right at the villains, sending them flying.

"This fight isn't over yet, Spider-Man!" Norman yells as they leave.

"What does that mean?" Daisy asks.

Peter doesn't respond and drops from exhaustion.

-

Ava and Peter were the only ones to wake up as the others are still exhausted to get back up.

They all met back up at the Zephyr to figure out what to do, and that's when they learned about Beck and MJ is missing.

"Guys, turn on the news!" Fitz-Simmons tells them as they run into the monitor room.

They turn it on and sees the Sonister Six have set up shop at a construction site.

"_All New York is holding its breath as a hostage crisis continues to unfold. Just ten minutes ago, police came across this strange sight; a young woman held hostage being suspended 80 stories above the ground in what appears to be a giant web_."

The footage shows Venom's webbing with MJ tangled up in the mess.

"_Every attempt to rescue the hostage has been thwarted by either the recent criminal Mysterio or a Sandman._" The news says and shows Mysterio flying around, causing people to question what's real and getting gunned down by illusion cops or Sandman coming up and attacking them. "_Along with them is the illusive Green Goblin, and a masked figure. First few reports were seeing him as a Black suited Spider-Man, but now he's something entirely different and a deranged hunter with someone with weaponized armor._"

The footage cuts to Venom, Scorpion, and Kraven slaughtering an entire squad.

"_Were now going to take you live to the scene with Jennifer Dugan._"

The footage cuts to a woman just outside the construction site.

"_Were only about 100 feet away now, Hal, and...Wait. There seems to be some kind of activity in the web. They seem to be creating some kind of gigantic lettering._"

The footage turns to the webbing and shows the message.

_**Come stop us Spider-Man, or the girl dies**_

"_Apparently, these six criminals are challenging Spider-Man to some sort of confrontation. And that raises serious questions about what kind of chance he stands against such overwhelming-_"

They turn off the tv and look to Peter.

"Peter, you can't take on the six of them by yourself." Ava tells him.

"Maybe, maybe not." Peter agrees. "But if I don't go, they're going to kill MJ. I'm not letting anyone else die because of me. If anyone else goes, they're going to kill her. I have to do this." He tells them and they know that.

Natasha walks up to him and pulls him into another hug. "I believe in you, kid."

"We all do." Mack tells him.

"Go kick their asses, Spider-Man." Daisy encourages.

Peter starts leaving and turns to Madame Web whos sitting in silence. "What are my chances?"

"At this moment? 50-50." Madame Web tells him and he heads out to confront them.

Ava then turns to her. "Is there anymore we can do?"

"There is one thing." Madame Web says and reaches into her pocket and pulls out a small fragment of something.

"What's that?" Deke asks.

"A shard from the Siege Perilous." Madame Web tells her. "They want Spider-Man. Give them Spider-_Men_."

Ava then understands what she's saying and whispers into the Siege Perilous.

"To anyone who can hear me. This is Ava Ayala. I need your help. If you can hear me, my brother Peter Parker, Spider-Man is in danger. Criminals from your realities have joined forces to create a Sinister Six. And my Peter can't take them by himself. He needs you. He helped you save the multiverse, now he needs you to return the favor. Please...find your fragment of the Siege Perilous, and help him." Ava pleads and watches as the shard she holds starts to glow, and it seems to have worked.

His friends are answering the call.


	91. Spider versus Sinister Six

MJ has no idea how she got here, but she knows that it was Mysterio that brought her wherever she is.

Then all she sees is she's surrounded by webbing. Dark webbing.

She also knows she's more than likely being used as leverage for Peter. So she just needs to wait, knowing she can't move much until she gets off this webbing. Even if she survived the webbing, she would have to deal with the criminals.

Everyone on the ground watches and sees as Peter comes racing through the streets and swings towards the structure and up it.

He launches up, landing in the webbing and finds Michelle.

"MJ." Peter sighs and realizes something. "You are MJ, right? Not an illusion?"

"You're an idiot." MJ replies.

"Okay, it's you." Peter sees. "Okay, let's get you out of here."

"Look out!" MJ warns and Peter sees Venom come clashing into him and gets him in the webbing.

The monster removes his mask and Peter has no idea who this guy is.

"Hey, Parker. You're not my Parker. But I'm gonna enjoy killing you, and again, and again. Until we are through with all of you Spider-Men across the multiverse." Eddie says.

"I won't let that happen." Peter states and Venom webs him to the black webbing and their shaking is causing the webbing to break under MJ.

"You don't know what you did to me...but I will take everything from you. We all will." Venom promises.

MJ looks through the webbing and finds a metal bar and quickly slams it into Venom.

Peter breaks out of the webbing and punches Venom before MJ slips through the webbing.

Peter leaps and webs her hands to grab on to another piece of the webbing so she doesn't die.

Venom tackles Peter and the two begin o fall from the structure and start fighting in mid air.

Mysterio comes flying out and grabs Venom and Peter tries to swing away, but he ends up rolling against the floor covered in sand.

MJ crawls her way back up from Peter's web to the safety of the tangled web and it continues to snap on her as she tries to get safe.

"Hold on!" Peter says when he senses something behind him and dodges a sphere at the last second.

"You missed!" Scorpion informs Kraven.

"I never miss." Kraven says.

Peter gets ready to attack them, when the floor begins to move and Peter begins to get pulled as the Sandman forms him to be a gigantic creature, absorbing all the sand.

Peter quickly dodges his punch and sees MJ still holding on. He quickly swings around Sandman, but he gets immediately stopped by a missile sent from Green Goblin. It shoots him backwards into a pedestal of the structure and Kraven takes his sphere back and goes to stab him.

Peter gets back up and dodges the sphere, takes it from the Hunter and smacks him across the face with it. He quickly gets back up in the air and just about to reach MJ when Mysterio comes in and blasts him into the structure.

Venom webs him and throws him towards the edge where Peter sees Sandman waiting and growing even larger.

Before he could do anything else, Scorpion sneaks up behind him and stabs him in the back with poison as Venom wrapped a web around his neck and drops him on the floor.

Sandman goes in and slams his gigantic fist into Peter.

"I told you, Parker. This is how your story ends." Goblin states.

Above, MJ sees him getting crusted and beaten.

"Come on, Peter. Please...get up."

-

On the Zephyr, They're watching the footage and are all getting nervous.

"Come on, Pete. Get up." Natasha pleads.

"Come on, kid." Coulson pleads.

-

"_It's haed to believe what's happening. The brutality of it._" The news says as the Barton family is watching, praying he's going to be okay. "_I...I don't know how he can take any more_."

"Come on. Get up, Pete." Clint pleads.

-

Peter tries his best to rip through the webbing, but the poison did something to him...Kraven must've known what to use to hurt him.

"Come...on...Peter...come on, Spider-Man..." Peter tries encouraging himself to stand, knowing he can't die here.

This isn't how his story ends.

This can't be.

After everything he's been through, this can't be how it ends.

He tries to stand up, only for his face to get crushed by Sandman's fist once again, making him start to feel his body get crusted.

Sandman goes in for the final strike when something pricks him on the neck.

Looking closer it looks like a...decimator missile?

The missile explodes, sending Sandman falling to the ground.

"What?!" Mysterio questions when a blast comes sending him and Venom flying.

A strong energy shock, drops Kraven and someone comes in swinging, kicking Goblin off his glider.

Peter starts breathing normally again when he looks and sees...its them.

All the Spider-People he helped when he first traveled the multiverse.

Petra Parker, Gwen Stacy, Peter Parker; Guardian of the Galaxy, the Peter Parker who helped the Flash, the Iron-Spider who works with Supergirl.

"You guys came?" Peter asks as Super-Peter holds his hand out and Peter stands back up with his help.

"You saved us, we save you." Gwen says.

"And it looks like we got here just in the nick of time." Petra says.

"A couple of minutes ago wouldn't have killed you, would it?" Peter asks.

"We got your sister's message like a minute ago, man." Spider-Flash says.

All of their senses go off as the Sinister Six start reforming and see the squad.

"Well, well, well." Goblin says. "If it isn't, Parker, Parker, Parker, Stacy, Parker, _and_ Parker-Coulson. All the spiders in a row."

"You boys and girls saved us the trouble of coming to you." Scorpion informs them.

"Now you shall all meet your demise." Kraven promises, swinging his sphere.

"Let me guess, you're the Sinister Six?" Guardian-Peter guesses.

"Yeah, well, we are the...Web Warriors." Peter-Flash states.

"Finish them!" Mysterio says.

"Brainy, can you read us?"Peter-Guardian asks.

-

Brainy just made it to the Zephyr where everyone knows him.

"Loud and clear, Spider-Man...Spider-Man's...Spider-people?" Brainy questions with all the different Spider's. "I estimate that the six of you will have a 39% chance of surviving this."

-

"Brainy, we need to talk about your sharing information." Super-Peter says.

"You truly believe that the six of you can beat all I'd us?!" Scorpion questions when he's shot in the back by a taser arrow and they see the Spider-Arrow is here.

"Make that seven!" Peter-Arrow says before joining the others. "Sorry I'm late."

"Well, look at this. Now it's seven little spiders sitting in a row." Goblin mocks. "Kill them!"

"Flyers, grab a hand." Peter-Guardian says and they grab the heroes who can't fly, spin them around and throw them at the villains.

Peter-Arrow and Peter-Guardian go taking on Sandman and starts burning him to turn him into glass.

Peter-Flash goes after Venom after dealing with him dozens of times.

Spider-Gwen goes to take on Kraven.

Super-Peter goes to fight Mysterio and learns quickly they're just drones and blasts them.

"Brainy, hack into these drones' signal, lock onto his real location." He asks Brainy whiile fighting off the illusions.

The original Peter and Petra go after the glider freak together.

Petra goes swinging after the Goblin when he leads her into a trap as Sandman reaches out for her.

Spider-Guardian flies in and gets her out of the way and they all get back to their enemies.

Above, MJ starts slipping as the structure becomes unstable.

"Spider's! We've got trouble uptown!" Gwen warns everyone and they look to see MJ is in trouble.

Petra and Peter destroy the glider and web Goblin to the ground.

"Go get your girl." Petra tells Peter who doesn't need to be told twice. He runs and starts leaping up the structure as fast as he can.

On his way up, the other Spiders pass him around to help him get up faster when Peter-Guardian gets him and flies him up while carrying him on his back and they fly past Sandman's reach.

MJ holds on as long as she can and then slips.

The two spiders quickly turn around and fly to her.

"Can't this thing go any faster?!" Peter asks his doppelgänger.

"Hang on!" Peter-Guardian warns.

"To what!?" Peter asks, he's holding onto his suit's back, there's not much to hold onto.

Peter-Guardian starts flying faster and they almost get stopped by the Sinister Six, but the other Spiders keep them back.

"Go Get her, kid!" Iron-Peter tells him.

"Got her!" Peter says and leaps down, not making the same mistake he made with Gwen and catches MJ and swings her off.

-

"YES!" Deke and Brainy cheer at once inside the Zephyr.

"That was...a little louder than I anticipated." Brainy admittedly.

"I was on the edge of my seat." Deke defends.

-

Peter swings MJ in and stops with her in his arms.

"You okay?!" Peter asks.

"Yeah, yeah. You saved me. That was amazing, Tiger." MJ tells him.

"Thanks." Peter says, happy to have been able to save the girl he loves this time.

"I knew you'd find a way." MJ says and hugs him.

"Hey, lover kids!" Peter-Arrow shouts.

They look over to see Venom leaping at him when he shoots a sonic arrow, sending Venom toppling.

"We could use the assist!" Peter-Arrow yells.

Peter looks to MJ and knows he can't just leave her when Petra comes swinging in.

"I'll get her out of here." She peomises.

"Okay. Go with her, MJ." Peter asks and runs off to help and is almost instantly hit by Sandman.

Spider-Gwen dodges one of Kraven's attacks and was able to catch him off guard when Peter-Arrow sent a arrow to distract him and Gwen used his sphere to knock him out.

Peter was running from Mysterio who was blasting beams at him and Peter doesn't know if they're real or not so he's dodging them, giving them the time they need.

-

Beck himself is inside a warehouse near the fight to keep a strong signal in order to control the drones.

"You took everything from me! Now I am going to finally finish you off!" Beck promises.

"No. You won't." Someone says as a gun is raised to his back.

Nick Fury and Maria Hill were tipped off by Brainy about where he was and they were already on their way to see Peter when the attack happened.

"Shut down the drones." Hill tells him.

Beck tries to fight them off, but Fury shoots his dome helmet, shattering his connection.

-

Mysterio finally vanished leaving a drone which Peter-Arrow immediately destroyed.

Super-Peter flies around Sandman with Guardian-Peter and are both using their lasers on him.

"_Spider-Man, you will loose power before penetrating the crest of this Sandman._" Brainy informs him.

Super-Peter flies further from Sandman before making a U-turn.

"Hey, Brainy, you ever read the tale of Jonah?" Super-Peter asks.

"_Of course. Why?_" Brainy asks.

"Never tell Skirt what I'm about to do." He replies and warms up all of his missiles before diving straight inside of Sandman and blows him up from within, sending him toppling to the ground, defeated.

Arrow-Peter is fighting off Scorpion when he finally runs out of arrows and starts using his bow as a weapon on its own.

Scorpion was able to fight him off and stabs him with his tail in his right shoulder and he grunts in pain.

"At least I get to kill one Spider-Man." Scorpion looks on the plus side when he's suddenly smashed in the head by Peter-Flash.

"Whoo...how many is that?" He asks and drops to the ground next to Arrow. "So I'm Oliver Queen in another life? Called it."

"Who the hell is Oliver Queen?" Arrow-Peter ask.

"I'll explain later." Peter-Flash says out of breath.

They all then run down to Iron-Peter and see he's alive as he removes his mask.

"Thank god that worked. Skirt would've killed me if I died after coming back to life." Super-Peter says.

"Is that it?" Petra asks.

"I think so." Gwen confirms as she's holding the sphere and is out of breath.

"That was a workout." Peter-Guardian says.

"We won." Peter-Arrow confirms.

Super-Peter sighs and lays down. "Okay, great guys. Good work, Web Warriors. Let's not come in tomorrow. Let's just take a day. You ever been to Tahiti? I hear it's relaxing, a real magical place. I think we could all use a vacation after everything."

"We're not finished yet." Peter says and they all look up to the structure and knows there's one more they need to detain.

Back on top of the structure, Norman pries off his mask as it's so beaten in, he can't see through it and starts crawling away when he feels something off.

He turns and sees all of the Spiders above him.

Arrow-Peter is holding one more arrow he grabbed on the way up and is holding it near his face ready to release if he makes the wrong move.

Gwen is holding the sphere in her hands defensively.

Petra has her hands crossed in anger.

Super-Peter has his gauntlet raised and mask off.

Guardian-Peter is holding his mask in his hands while standing next to Peter who is glad to finally have this over with.

"I have the feeling I can't blame all of this on Goblin again, can I?" Norman guesses seeing he's finaly caught.

The heroes all smile and see the battle against the Sinister Six is done.

And they're the victorious ones.

-

The next day, the news is exploding over the fact of all the villains and are all cheering them for their heroines and saving the girl.

The Sinister Six were all brought to the Raft where they will never see the light of day as long as they live.

All of the Spiders and MJ returned to the Zephyr to say their goodbyes.

"This is too many Peter Parker's in the same room." Hill comments on the seven Spider heroes.

"Well, we gotta get going home anyways. We left a lot of questions that need answering." Peter-Flash tells them.

"Yes, of course." Brainy says and walks up to his Peter. "We must return home at once. There's no telling how many things have gone wrong with our absence."

"It was nice seeing you all." Gwen says.

"Oh! Wait. I think you want these." Guardian-Peter says as he pulls out the shard of the Seige Perilous and everyone does the same.

"You know what? Keep it." Peter tells his doppelgängers. "If you ever need help, you can contact us." He offers.

"Thanks, kid." Super-Peter says and opens a breach back to National City. "See you guys around." He says before he and Brainy leave.

"Remember, you're not alone." Peter-Flash says as he goes into his portal back to Central City.

"See ya around. Gotta say, female Michael Jones. Never gonna get that image out of my mind." Petra says, thinking of her boyfriend as she leaves back to her New York.

"Well, it was nice being back in the old saddle." Arrow-Peter says gesturing to his suit. "But I've got retirement, a wife and a daughter waiting for me." He says and leaves back to his family.

One by one, they say their farewells and leave to their universes.

"Our lives are weird." May says.

"Super weird." Coulson agrees.


	92. Epilogue

Ava was looking at her phone in an opening of one of the empty rooms of the newly revived Triskellion in DC and the photo was of her and the others back when the team first began, right after Coulson and May started dating.

"You gonna keep staring at the wall or do you wanna get to work?" Richard Rider, one of the most recent members of the team that goes by Nova asks her. His suit is all armor with three circles and likes going through them and a helmet with the Nova Corp signature on top. "I mean, it's a very interesting wall."

"Thought you were still hitting on Kitty." Ava mocks as she and him start walking through the halls.

"She made it clear she's not interested in me." Richard replies.

"The Director in?" Ava wonders.

"He's waiting for you in his office." Richard tells him and Ava goes to the office and sees the chair facing the window.

"The team is waiting for you, Director." Ava says as the chair spins around to reveal Peter Parker wearing an eyepatch over his right eye. "What did we say about the patch?"

"Come on, I make this look good." Peter defends.

"Either loose the patch, or I'll give you a reason to have it." Ava warns him while drawing her claws and Peter removes the patch fast and they make their way through the new S.H.I.E.L.D. Headquarters.

Coulson retired as Director a while back and he is now living out his retirement with May, happily married with their five year old daughter, Mary, in memory of their friend and Peter's mother.

When he retired, Peter was the most obvious one to choose to take over Director of S.H.I.E.L.D. and it has never been better.

"How do we look?" Ava asks as Peter hands her the Index of new recruits that they chose.

"Well, were not exactly the old team." Peter says, since most of the team is either retired or still work within S.H.I.E.L.D.

Fitz-Simmons are still the heads of the Sciende Division, Deke still helps out with anything he can make from his future knowledge. Mack is still around and helps out with training new recruits. He and Yo-Yo got married and had a son who doesn't seem to have any abilities like his mother as they know yet.

Daisy also helps with training, but it's mostly for the Next Avengers in case they ever needed to go up against someone like her powers. She and Deke started dating a few years back, which surprised and didn't surprise people.

Natasha likes to stick around and see how things are going but is mostly retired, but that doesn't stop her from getting involved or help train the Next Avengers in hand to hand combat.

MJ and Ned even joined in for S.H.I.E.L.D. as Ned is their eyes and ears for anything extraterrestrial, inhuman, or mutants who started appearing a few months after the reset of the multiverse years ago. MJ is one of their best Field Agents as she got training from May, Natasha, and Daisy, but Peter has the tendency to worry about her as she likes going on the most dangerous missions they can offer.

Hey, Peter's allowed to worry about his wife. That's right. They got married just last year and promised to keep it professional in the workplace. It worked for her, but not much for him. As of now, she's on a special assignment in Wakanda after they got news of new mutants hiding there.

"We've got some good ones in here." Ava admits, liking the new recruits.

"They might be good on their own, but they're not a team." Peter tells her.

"Then let's start beating them into shape." Ava says as they enter the large training area and look at their old and new recruits.

Robert Drake, the Iceman. One of the first mutants they came across.

Kate Bishop, the next Hawkeye.

Cassie Lang, Stature.

Doreen Green, Squirrel Girl.

Flash Thomson who accidentally bonded with an alien symbiote and became Agent Venom.

Kamala Kahn, ms. Marvel, still as jittery and excited as she always was.

Laura, X-23, with a newly upgraded suit that still has the original design.

Anjelica Jones, Firestar, who is their newest recruit and is ready to prove herself.

Kitty Pryde, Shadowdat, ready to bring the pain any way she can.

Peter looks around and smiles at his work.

He then smiles and knows if it weren't for that fateful day, the day he lost one family, he wouldn't have this family.

He traveled the world, traveled the stars, traveled the multiverse and saved it twice.

If it weren't for his parents giving their lives for him, he wouldn't be standing here now.

"Avengers, welcome to S.H.I.E.L.D. Academy." Peter tells them and pulls out the EDITH glasses.

"Oh, god not again." Kamala complains.

"What are those?" Anjelica asks.

"EDITH, activate training protocol XM-14." Peter says as the drones all come flying in and start up a hologram of the world in ruins with giant robots that can copy their abilities everywhere.

"Let's do this!" Richard says and the team all charges at the fake robots.

Ava and Peter watch from the top as they fight as they're joined by Natasha watching their team fight.

"You guys are doing great." Natasha compliments.

The future is in great hands.

It's in their hands.

In the hands of the Next Avengers.


End file.
